Common use of Conduct of Claims Clause in Contracts

Conduct of Claims. If the party with a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 or 26.18 in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give notice of the Third Party Claim (including reasonable details) to the Indemnifying Party and ensure that the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If the party with a right of indemnity under clause 26.16 17.15 or 26.18 17.16 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 17.15 or 26.18 17.16 in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give notice of the Third Party Claim (including reasonable details) to the Indemnifying Party and ensure that the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; andIndemnified (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If the party with 12.11.1 When a right of indemnity under clause 26.16 or 26.18 person (“Indemnified PartyPerson”) seekshas the benefit of an Indemnity in respect of any Claim pursuant to the Contract, or may seek the Indemnified Person must give written notice to be indemnified by the other party Party giving the Indemnity (“Indemnifying Party”) under clause 26.16 or 26.18 in respect of a claim by any person of the kind described in sub-clause (a) nature and, to the extent reasonably known at the time, quantum of the Claim as soon as reasonably practicable after the commencement of the circumstances giving rise to the Claim. Any such clauses (“Third Party Claim is not to be settled without the approval of the Indemnifying Party. After it has been notified of any such Claim”), the following will apply:Indemnifying Party shall assume the defense thereof, at its sole expense. (a) 12.11.2 The Indemnified Party will give notice of the Third Party Person must provide reasonable information and documentation relating to such Claim (including reasonable details) to the Indemnifying Party and ensure that on a continuing basis. 12.11.3 Upon service of a notice by the Indemnified Party does not make any payment or admission of liability in respect of Person, the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name must defend any Claim on behalf of the Indemnified Party, but subject to prior consultation with Person and the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmedPerson must, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s requestcost, consult withdo all things reasonably necessary to assist the Indemnifying Party to defend, and take account settle, or mitigate such Claim. Each applicable member of Company Group has the reasonable views ofright, at its discretion, to select or approve the counsel to be engaged by Contractor to defend such member. Without prejudicing its right to the defense obligations set out in this Article 12.11.3, an Indemnified Person may participate, at its own expense, in its defense conducted by the Indemnifying Party. 12.11.4 Except when a Claim by an Indemnified Person, or the quantum of any such Claim, is the subject of a bona fide dispute by the Indemnifying Party, the Indemnifying Party so far as reasonably possible must pay the Indemnified Person in the relevant Indemnified Party’s defence respect of the Third Party Claim and any related proceedingswithin 30 days of a demand for payment of the Claim. (d) The 12.11.5 When a Claim by an Indemnified Party will not, without Person is the prior written consent subject of a bona fide dispute by the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party must pay to the Indemnified Party under this agreement relates, Person the Indemnified Party will procure that the undisputed amount so recovered by the Indemnified Party (net within 30 days of a demand for payment of the cost Claim and the remainder within 30 days of recovery, but not exceeding the amount paid by resolution of the Indemnifying Party) will be reimbursed without delay dispute. 12.11.6 An Indemnified Person must do all things reasonably necessary to the Indemnifying Partymitigate any Claim.

Conduct of Claims. If the party with a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 or 26.18 in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party Parties acknowledge and agree that CAHA will give notice continue to govern the handling of the Third Party Claim (including reasonable details) any and all claims to the Indemnifying Party which it applies in accordance with its terms and ensure that the Indemnified Party does subsequent provisions of this clause 10.7 shall only apply to claims which are not make any payment or admission of liability in respect of the Third Party Claimgoverned by CAHA. (b) The Indemnifying Party maySubject to clause 10.7(a), at its election, in if any proceedings are instituted by a third party (which for the name avoidance of doubt shall mean a claim brought by a person other than one of the Indemnified PartyParties including, but subject to prior consultation with for the Indemnified avoidance of doubt, an Alliance Participant) against either Party or an Affiliate, Alliance Participant or Appointee of such Party and so that such Party will be entitled to an indemnity (which for the reputation avoidance of doubt, shall not include any payment under clause 10.4(b)(iii)) under this Agreement in respect of any Losses resulting from such claim (Protected Party) which may give rise to a claim under such indemnity (Relevant Proceedings), the Protected Party shall as soon as reasonably practicable give notice of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating Relevant Proceedings in writing to the Third Party Claim. For this purpose, against whom a claim under the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation indemnity may be brought (including making available employees as witnessesProtecting Party), as the Indemnifying Party may reasonably require for the purpose. (c) If To the extent practicable, and for so long subject to any obligations the Parties have to Insurers, the Protecting Party shall have the option, subject to giving to the Protected Party such indemnities as the Indemnifying Protected Party does not may reasonably require, to assume the defence of the Third Relevant Proceedings, including the instruction of legal advisers reasonably satisfactory to the Protected Party Claimto represent the Protected Party and any others which the Protecting Party may designate in such Relevant Proceedings and the Protecting Party shall indemnify the Protected Party in respect of the fees and disbursements of such legal advisers related to such Relevant Proceedings. (d) In any event and subject to the obligations the Parties may have to Insurers, the Indemnified Protected Party will: (i) keep consult with the Indemnifying Protecting Party fully informed as to legal representation; (ii) update the Protecting Party regularly in relation to the Relevant Proceedings, provide to the Protecting Party all information that it may reasonably require and allow the Protecting Party to comment on key documents and submissions, and take reasonable account of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedingssuch comments; and (iiiii) at co-operate with the Indemnifying Party’s request, consult with, Protecting Party in relation to the management and take account conduct of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party ClaimRelevant Proceedings. (e) If In any Relevant Proceedings the Indemnified Protected Party recovers from shall, subject to any third party obligations it may have to insurers, have the right to retain its own legal advisers, but the fees and expenses of such legal advisers shall be at the expense of such Protected Party unless: (i) the Protecting Party and the Protected Party have mutually agreed to the retention of such legal advisers and the sharing of the relevant fees and expenses; or (ii) the named parties to any amount to which a payment made such Relevant Proceedings (including any added parties) include both the Protecting Party and the Protected Party and representation of both parties by the Indemnifying same legal advisers would be inappropriate due to actual or potential differing interests between them. (f) The Protecting Party shall not be liable for any settlement of any Relevant Proceedings effected without its written consent (such consent not to be unreasonably withheld or delayed) where it has not assumed the Indemnified Party defence of such Relevant Proceedings under this agreement relatesclause 10.7(c) but, if such Relevant Proceedings are settled with such consent or if there is a Final Judgment for the claimant, the Indemnified Protecting Party will procure that agrees to indemnify the amount so recovered by Protected Party on the Indemnified Party (net terms of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Partyrelevant indemnity.

Conduct of Claims. If 15.1 Activision shall notify the party with a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 or 26.18 Warrantors as soon as reasonably practicable in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will applywriting of: (a) The Indemnified Party will any claim made against it or a Group Company by a third party which may give notice rise to a Claim; and (b) any claim which it is aware any Group Company is entitled to bring against a third party which claim is based on circumstances which may give rise to a Claim. each of the above being hereinafter called a "THIRD PARTY CLAIM". (a) In respect of a Third Party Claim (including reasonable details) to or Third Party Claims which the Indemnifying Purchaser, acting reasonably, believes individually or in the aggregate with all other Third Party Claims may exceed L2,680,000, the Purchaser shall consult with a representative appointed by the Investor Shareholder and ensure that the Indemnified Party does not make any payment or admission of liability in respect with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ acting together on behalf of the Warrantors in connection with such Third Party ClaimClaim but such consultation shall be non-binding. Subject to its obligation to consult, Activision shall have control of the conduct, negotiation, settlement and litigation of such Third Party Claims. (b) The Indemnifying In connection with a Third Party mayClaim or Third Party Claims which Activision, at its electionacting reasonably, believes individually or in the name aggregate with all other Third Party Claims may be for less than L2,680,000 Activision shall procure that the conduct, negotiation, settlement or litigation of the Indemnified Partyclaim by or against such third party is, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as is reasonably possible practicable, carried out in accordance with the relevant Indemnified Party’s defence wishes of a representative appointed by the Investor Shareholder and of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ acting together on behalf of the Third Party Warrantors and at their cost subject to their giving timely instructions to Activision and providing reasonable security for any costs and expenses which might be incurred by Activision or a Group Company. 15.3 Activision shall not be liable for any delay in giving any notice under sub-clause 15.1 unless the Warrantors have been materially prejudiced by such delay, in which case in assessing damages in respect of any Claim credit shall be given to the Warrantors in respect of any damages which would not have arisen pursuant to such Claim but for such delay. 15.4 Activision shall provide and shall procure that each Group Company provides to the Warrantors and the Warrantors professional advisers reasonable access to premises and personnel and to any relevant assets, documents and records within their power, possession or control for the purpose of investigating any Claim and enabling the Warrantors to take the action referred to in sub-clause 15.2 and shall allow the Warrantors and their advisers to take copies of any related proceedingsrelevant documents or records at their expense. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If the a claim by a third party with is made against either a right of indemnity under clause 26.16 Contractor Indemnified Party or 26.18 an Owner Indemnified Party (an “Indemnified Party”) seeks), and if such Indemnified Party intends to seek indemnity with respect thereto under Section 7.1 or may seek Section 7.2, such Indemnified Party shall promptly furnish written notice to be indemnified by the other party Party (“Indemnifying Party”) under clause 26.16 or 26.18 in respect of such claim. The failure of an Indemnified Party to deliver prompt written notice of a claim by any person shall not affect the indemnity obligations of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give notice of the Third Party Claim (including reasonable details) to the Indemnifying Party hereunder except to the extent the Indemnifying Party was substantially disadvantaged by such delay in delivering notice of such claim. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, conduct, and ensure that control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Indemnified Party does not make any payment or admission of liability shall cooperate with it in respect of the Third Party Claim. (b) connection therewith. The Indemnifying Party mayshall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (but the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Indemnifying Party, at the Indemnifying Party’s cost and expense, (i) has undertaken the defense of, and assumed full responsibility for all liabilities with respect to, such claim, (ii) is reasonably contesting such claim in good faith, by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnified Party and its electionAffiliates for payment of such claim, the Indemnified Party shall not pay or settle any such claim. Notwithstanding compliance by the Indemnifying Party with the preceding sentence, the Indemnified Party shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the name Indemnifying Party for such claim. If within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, notify the Indemnified Party will: that it elects (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s requestcost and expense) to undertake the defense thereof and assumes full responsibility for all liabilities with respect thereto, consult with, or gives such notice and take account thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence property of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relatesor its Affiliates as contemplated above, the Indemnified Party will procure that shall have the amount so recovered by right to contest, settle, or compromise such claim and the Indemnified Party (net of the cost of recovery, but shall not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay thereby waive any right to the Indemnifying Partyindemnity for such claim under this Agreement.

Conduct of Claims. If the party with 12.11.1. When a right of indemnity under clause 26.16 or 26.18 person (“Indemnified PartyPerson”) seekshas the benefit of an Indemnity in respect of any Claim pursuant to the Contract, or may seek the Indemnified Person must give written notice to be indemnified by the other party Party giving the Indemnity (“Indemnifying Party”) under clause 26.16 or 26.18 in respect of a claim by any person of the kind described in sub-clause (a) nature and, to the extent reasonably known at the time, quantum of the Claim as soon as reasonably practicable after the commencement of the circumstances giving rise to the Claim. Any such clauses (“Third Party Claim is not to be settled without the approval of the Indemnifying Party. After it has been notified of any such Claim”), the following will apply:Indemnifying Party shall assume the defense thereof, at its sole expense. (a) 12.11.2. The Indemnified Party will give notice of the Third Party Person must provide reasonable information and documentation relating to such Claim (including reasonable details) to the Indemnifying Party and ensure that on a continuing basis. 12.11.3. Upon service of a notice by the Indemnified Party does not make any payment or admission of liability in respect of Person, the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name must defend any Claim on behalf of the Indemnified Party, but subject to prior consultation with Person and the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmedPerson must, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s requestcost, consult withdo all things reasonably necessary to assist the Indemnifying Party to defend, and take account settle, or mitigate such Claim. Each applicable member of Company Group has the reasonable views ofright, at its discretion, to select or approve the counsel to be engaged by Contractor to defend such member. Without prejudicing its right to the defense obligations set out in this Article 12.11.3, an Indemnified Person may participate, at its own expense, in its defense conducted by the Indemnifying Party. 12.11.4. Except when a Claim by an Indemnified Person, or the quantum of any such Claim, is the subject of a bona fide dispute by the Indemnifying Party, the Indemnifying Party so far as reasonably possible must pay the Indemnified Person in the relevant Indemnified Party’s defence respect of the Third Party Claim and any related proceedingswithin 30 days of a demand for payment of the Claim. (d) The 12.11.5. When a Claim by an Indemnified Party will not, without Person is the prior written consent subject of a bona fide dispute by the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party must pay to the Indemnified Party under this agreement relates, Person the Indemnified Party will procure that the undisputed amount so recovered by the Indemnified Party (net within 30 days of a demand for payment of the cost Claim and the remainder within 30 days of recovery, but not exceeding the amount paid by resolution of the Indemnifying Party) will be reimbursed without delay dispute. 12.11.6. An Indemnified Person must do all things reasonably necessary to the Indemnifying Partymitigate any Claim.

Conduct of Claims. If The Party entitled to indemnification under this Article III (the party with a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeksshall reasonably promptly, after the receipt of notice of any legal action or claim against such Indemnified Party in respect of which indemnification may seek be sought pursuant to be indemnified by this Article III, notify the other party Company (the “Indemnifying Party”) under clause 26.16 of such action or 26.18 claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such action or claim if the Indemnified Party knowingly fails to notify the Indemnifying Party thereof in respect accordance with the provisions of a this Article III, but only to the extent such knowing failure to notify the Indemnifying Party has actually resulted in prejudice or damage to the Indemnifying Party. In case any such action or claim shall be made or brought against the Indemnified Party, the Indemnifying Party may, or if so requested by any person the Indemnified Party shall, assume the defense thereof with counsel of its selection acceptable to the kind described in sub-clause Indemnified Party and which shall be reasonably competent and experienced to defend the Indemnified Party. In such circumstances, the Indemnified Party shall (a) of such clauses (“Third Party Claim”), at no cost or expense to the following will apply: (a) The Indemnified Party will give notice of the Third Party Claim (including reasonable details) to cooperate with the Indemnifying Party and ensure provide the Indemnifying Party with such information and assistance as the Indemnifying Party shall reasonably request in connection with such action or claim and (b) at the Company’s expense, have the right to participate and be represented by counsel of its own choice in any such action or with respect to any such claim. If the Indemnifying Party assumes the defense of the relevant claim or action, (i) the Indemnifying Party shall not be liable for any settlement thereof which is made without its consent and (ii) the Indemnifying Party shall control the settlement of such claim or action; provided, however, that the Indemnifying Party shall not conclude any settlement which requires any action or forbearance from action or payment or admission by the Indemnified Party does not make or any payment or admission of liability in respect of its affiliates without the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name prior written approval of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If Except as provided in ‎Section 7.2: (a) Any Party seeking indemnification (the party with a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified by shall give the other party Party from whom indemnification is requested (the “Indemnifying Party”) under clause 26.16 prompt written notice after the Indemnified Party has received notice or 26.18 in respect otherwise learns of the assertion by a Person other than the Buyer Group or the Seller Group of a claim by any person of the kind described in sub-clause Claim (a) of such clauses (a “Third Party Claim”) that has given or could reasonably give rise to a right of indemnification under this Agreement. Such notice shall state the amount of Losses, if known (which shall not be conclusive of the final amount of such Claim), and shall contain a reference to the following will apply: provisions of this Agreement in respect of which such right of indemnification is claimed (a) the “Claim Notice”). The failure of the Indemnified Party will give notice to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby. If, within 30 days of receipt of the Claim Notice, the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall have the right to assume the control of the defense of such Third Party Claim through counsel reasonably satisfactory to the Indemnified Party, and all costs and expenses incurred by the Indemnifying Party in defending such Third Party Claim shall be a Liability of, and shall be paid by, the Indemnifying Party, subject to the limitations set forth in this ‎Article X; provided, however, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the reasonable fees and expenses of a single counsel (plus a single local counsel for each jurisdiction where required) retained by the Indemnified Party if (i) the Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Claim seeks an injunction or equitable relief against the Indemnified Party or would be detrimental in a material way to the reputation or relations with customers or suppliers of the Target Group or the Business, (iii) the Indemnified Party has been advised by legal counsel that there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim, (iv) due to the limitations elsewhere in this ‎Article X, the Indemnifying Party’s indemnification liability in respect of such Third Party Claim is less than the amount for which the Indemnified Party would be responsible or (v) the Indemnifying Party failed or is failing to or refuses to prosecute or defend such Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party that it desires to and is otherwise entitled to defend the Indemnified Party against such Third Party Claim, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings. The Indemnifying Party must conduct its defense of the Third Party Claim (including reasonable details) actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party and ensure that elects not to (whether explicitly or by its actions) defend any Third Party Claim, fails to notify the Indemnified Party of its election as herein provided, contests its obligation to indemnify the Indemnified Party for Losses relating to such Third Party Claim under this Agreement or is not entitled to assume the defense of any Third Party Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim because the Indemnifying Party is not entitled to or elects not to defend such Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable, documented and out-of-pocket costs and expenses (including legal fees and expenses) of defending such Third Party Claim promptly upon submission of periodic bills but only if such costs and expenses are subject to indemnification under ‎Section 10.2 or ‎Section 10.3, as applicable. (b) Subject to ‎Section 10.4(a), the party not controlling the defense of a Third Party Claim (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that an Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable. The party controlling such defense (the “Controlling Party”) will keep the Non-controlling Party reasonably advised of the status of such suit or proceeding and the defense thereof and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party will furnish the Controlling Party with such relevant information as it may have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written Claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and, at the reasonable request of the Controlling Party, assist the Controlling Party in the defense of such suit or proceeding and will give the Controlling Party and its counsel, during normal business hours and upon reasonable advance notice, access to the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. (c) The Indemnifying Party will not agree to any settlement or compromise of, or the entry of any judgment arising from, any such suit or proceeding without the prior written Consent of the Indemnified Party (such Consent not to be unreasonably withheld, conditioned or delayed) if such settlement, compromise or entry of judgment (i) would create any Liability of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (ii) would provide for any admission of criminal liability or any injunctive relief or other non-monetary obligation affecting the Indemnified Party or (iii) does not make any payment or admission include an unconditional release of liability the Indemnified Party from all Liability in respect of the Third Party Claim. The Indemnified Party will not agree to any settlement or compromise of, or the entry of any judgment arising from, any such suit or proceeding without the prior written Consent of the Indemnifying Party (such Consent not to be unreasonably withheld, conditioned or delayed). (bd) Any Claim for indemnification of Losses under this ‎Article X that is not a Third Party Claim (a “Direct Claim”) by an Indemnified Party shall be asserted by giving the Indemnifying Party prompt written notice thereof; provided that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby. Such notice shall describe the Direct Claim in reasonable detail, state the amount of Losses, if known (which shall not be conclusive of the final amount of such Claim), and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed. The Indemnifying Party may, at its election, will have a period of 30 days within which to respond in the name of the Indemnified Party, but subject writing to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party such Direct Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views ofso respond within such 30 day period, the Indemnifying Party so far as reasonably possible will be deemed to have rejected such Claim, in which event the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount be free to which a payment made by the Indemnifying Party pursue such remedies as may be available to the Indemnified Party under this agreement relates, on the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay terms and subject to the Indemnifying Partyprovisions of this ‎Article X and ‎Article XI.

Conduct of Claims. If (i) Whenever a claim for indemnification shall arise under this Section 5.2, the party with a right of indemnity under clause 26.16 or 26.18 seeking indemnification (the “Indemnified Party”) seeks), or may seek to be indemnified by shall notify the other party from whom such indemnification is sought (the “Indemnifying Party”) under clause 26.16 or 26.18 in writing of the Proceeding and the facts constituting the basis for such claim in reasonable detail; (ii) If any action shall be brought against the Indemnified Party in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”)which indemnity may be sought, the following will apply: (a) Indemnifying Party shall have the right to assume the defense thereof. The Indemnified Party will give notice of shall have the Third Party Claim (including reasonable details) right to the Indemnifying Party employ separate counsel in any such action and ensure that the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, participate in the name of the Indemnified Partydefense thereof, but subject to prior consultation with the Indemnified Party fees and so that expenses of such counsel shall be at the reputation expense of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating except to the Third Party Claim. For this purpose, extent that (i) the Indemnified Party will make available to employment thereof and the Indemnifying Party’s payment of such fees and expenses has been specifically authorized by the Indemnifying Party all such information, books and records, and give such other co-operation in writing; or (including making available employees as witnesses), as ii) the Indemnifying Party may reasonably require for the purpose. (c) If has failed after a reasonable period of time to assume such defense and for so long as to employ counsel. In no event shall the Indemnifying Party does not assume be liable for fees and expenses of more than one counsel separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the defence same jurisdiction arising out of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedingssame general allegations or circumstances; and (iiiii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the No Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will notshall, without the prior written consent of the Indemnifying PartyIndemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the Third Party Claim. entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 5.2 unless such settlement, compromise or consent (eA) If the includes an unconditional release of each Indemnified Party recovers from all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If (i) Whenever a claim for indemnification shall arise under this Section 7.1 as a result of a third-party claim, the party with a right of indemnity under clause 26.16 or 26.18 seeking indemnification (the “Indemnified Party”) seeks), or may seek to be indemnified by shall notify the other party Company (the “Indemnifying Party”) under clause 26.16 or 26.18 in respect of a claim by any person writing of the kind described Proceeding and the facts constituting the basis for such claim in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply:reasonable detail. (aii) The Such Indemnified Party will give notice shall at all times conduct its defense of the any Third Party Claim (including in a reasonable details) and prudent manner. The Indemnifying Party shall have the right to retain the counsel of its choice in connection with such Proceeding and to participate at its own expense in the defense of any such Proceeding; provided, however, that counsel to the Indemnifying Party and ensure that shall not (except with the consent of the relevant Indemnified Party) also be counsel to the Indemnified Party. In no event shall the Indemnifying Party does be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (iii) No Indemnified Party shall, without the prior written consent of the Indemnifying Party (which consent shall not make be unreasonably withheld), settle or compromise or consent to the entry of any payment judgment with respect to any litigation, or admission of liability any investigation or proceeding by any Governmental Authority, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 7.1, unless (I) such settlement, compromise or consent to the Third entry of judgment (A) includes an unconditional release of the Indemnifying Party Claimfrom all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnifying Party, and (II) any amounts to be paid in connection therewith are to be the sole responsibility of the Indemnified Parties; provided that, (x) if the Indemnifying Party unreasonably declines to consent to any such settlement, compromise or consent to the entry of judgment that satisfies clauses (A) and (B) and involves only the payment of monetary damages by the Indemnified Parties with respect to any litigation, investigation or proceeding and (y) monetary damages are subsequently awarded by a court of competent jurisdiction against the Indemnified Parties in an amount in excess of such previously proposed settlement, compromise or consent to the entry of judgment, then the Indemnifying Party shall indemnify the Indemnified Parties for the amount by which such award exceeds the amount set forth in such previously proposed settlement, compromise or consent to the entry of judgment in accordance with this terms of this Section 7.1 (and such excess amount shall not be counted for purposes of determining the cumulative indemnification obligations of the Company subject to the Cap). (biv) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will shall not, without the prior written consent of the Indemnifying PartyIndemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the Third Party Claim. (e) If entry of any judgment with respect to any litigation, or any investigation or proceeding by any third party, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 7.1, unless the Indemnified Parties fail to assume the defense of such litigation, investigation or proceeding pursuant to Section 7.1(e)(ii) and (2) such settlement, compromise or consent to the entry of judgment (x) includes an unconditional release of the Indemnified Parties from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party; provided that, (A) if an Indemnified Party recovers from unreasonably declines to consent to any third party settlement, compromise or consent to the entry of judgment involving only the payment of monetary damages by such Indemnified Party with respect to any litigation, investigation or proceeding and (B) monetary damages are subsequently awarded by a court of competent jurisdiction against such Indemnified Party in an amount in excess of such previously proposed settlement, compromise or consent to which a payment made by the entry of judgment, then the Indemnifying Party shall not be obligated to indemnify such Indemnified Party for the amount by which such award exceeds the amount set forth in such previously proposed settlement, compromise or consent to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net entry of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Partyjudgment.

Conduct of Claims. If 50.1 Each party shall promptly notify the party other in writing of any Indemnified Claim of which it becomes aware. 50.2 In respect of each Indemnified Claim, subject to clause 50.3 the Indemnifying Party shall be entitled to defend the Indemnified Claim (acting diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute) provided that (i) the Indemnifying Party consults with a right of indemnity under clause 26.16 the Indemnified Party and keeps the Indemnified Party fully informed with respect to the Indemnified Claim; (ii) the Indemnifying Party shall not settle, admit fault or 26.18 (“compromise the Indemnified Claim without the Indemnified Party”) seeks, or may seek 's prior written consent (not to be indemnified unreasonably withheld or delayed); and (iii) the Indemnified Party shall (at the Indemnifying Party's cost) provide such reasonable assistance as required by the other party (“Indemnifying Party”. 50.3 Where the Contractor is the Indemnifying Party, the Authority may elect (following reasonable consultation with the Contractor) under clause 26.16 or 26.18 in respect of a claim to defend the Indemnified Claim itself (acting diligently and using competent counsel) with the Contractor (at the Contractor's own cost) providing such reasonable assistance as required by any person the Authority if the Authority considers that sole control of the kind described in sub-clause Indemnified Claim by the Contractor may place at risk or adversely affect (ai) national security or the threat of such clauses criminal activity; and/or (“Third Party Claim”)ii) the operations, reputation or good standing of the following will apply:Authority. (a) 50.4 The Indemnified Party will give notice of shall not settle, admit fault or compromise any Indemnified Claim without the Third Party Indemnifying Party's prior written consent (not to be unreasonably withheld or delayed). 50.5 If an Indemnified Claim (including reasonable details) to is made or the Indemnifying Party and ensure anticipates that an Indemnified Claim might be made, the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its electionown expense and reasonable discretion, in procure the name necessary rights or otherwise replace or modify the items or activities concerned to enable the Indemnified Party the right to continue using the relevant item or to otherwise properly permit the continuance of the activity which is the subject of the Indemnified PartyClaim, but subject to prior consultation with provided that in each instance: 50.5.1 the Indemnified Party and so that the reputation performance and/or quality of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating replacement item or activity concerned shall be at least equivalent to the Third Party Claim. For this purpose, performance and/or quality of the Indemnified Party will make available to the Indemnifying Party all original item or activity; 50.5.2 any such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as action by the Indemnifying Party does not assume have an adverse effect on the defence performance of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of this Agreement or the Indemnified Party’s progress in defending ; 50.5.3 there is no additional cost to the Indemnified Claim and of any related proceedingsParty; and (ii) at 50.5.4 the Indemnifying Party’s request, consult with, and take account terms of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount this Agreement shall continue to which a payment made by the Indemnifying Party apply to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Partyitems and activities concerned.

Conduct of Claims. If Whenever a claim for indemnification shall arise under this Section 17 arising out of a third party claim, the party with a right of indemnity under clause 26.16 or 26.18 seeking indemnification (“the "Indemnified Party”) seeks"), or may seek to be indemnified by shall notify the other party from whom such indemnification is sought (“the "Indemnifying Party”") under clause 26.16 or 26.18 in respect of a claim by any person writing of the kind described Proceeding and the facts constituting the basis for such claim in sub-clause (a) reasonable detail; The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party after receipt of written notice from such Indemnified Party of such clauses (“Third Party Claim”)proceeding, to assume, at the Indemnifying Party's expense, the following will apply: (a) defense of any such proceeding, with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will give notice shall have the right to retain the counsel of its choice in connection with such Proceeding and to participate at its own expense in the Third Party Claim (including reasonable details) defense of any such Proceeding; provided, however, that counsel to the Indemnifying Party and ensure that the Indemnified Party does shall not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation except with the Indemnified Party and so that the reputation consent of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence ) also be counsel to such Indemnified Party. In no event shall the Indemnifying Party be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the Third same general allegations or circumstances; and No Indemnifying Party Claim and any related proceedings. (d) The Indemnified Party will notshall, without the prior written consent of the Indemnifying PartyIndemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the Third Party Claim. entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section unless such settlement, compromise or consent (eA) If the includes an unconditional release of each Indemnified Party recovers from all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any third party Indemnified Party. . The respective representations, warranties, and agreements made herein by or on behalf of the parties hereto shall remain in full force and effect, regardless of any amount to which a payment investigation made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net or on behalf of the cost other party to this Agreement or any officer, director or employee of, or Person controlling or under common control with, such party and will survive delivery of recovery, but not exceeding and payment for any Investment Securities issuable and any shares of Plug Power Stock sold hereunder or under the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying PartyCertificate.

Conduct of Claims. If the party with a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”a) seeksA Seller Party is, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 or 26.18 in respect of an act, matter or thing notified by the Buyer Party under clause 17.1 (Claim Notice), where that act, matter or thing relates to an actual or threatened Claim by a claim Third Party, entitled to elect by any person the Seller Party giving written notice to the Buyer Party within 20 Business Days of receipt of a Claim Notice to: (i) take over the conduct of the kind described in sub-clause (a) defence of such clauses (“the Third Party Claim”), the following will apply:; and (aii) The Indemnified take such actions as the Seller Party will give notice may reasonably decide about it, including the right to negotiate, defend and/or settle the Third Party Claim and to recover costs incurred as a consequence of the Third Party Claim (including reasonable details) to the Indemnifying Party and ensure from any person, provided that the Indemnified Seller Party does not make must in taking any payment actions or admission of liability conducting any proceedings in respect of that Third Party Claim: (iii) act in good faith; (iv) afford the Buyer Party the opportunity to consult with the Seller Party on matters of significance in relation to the conduct, negotiation and settlement of the Third Party Claim; (v) act reasonably in all the circumstances, including having regard to the likelihood of success and the effect of the proceedings or action on the goodwill or reputation of the Buyer Party or the business constituted by the relevant Sale Interest; and (vi) indemnify, keep indemnified and hold harmless the Buyer Party against all Losses that may be incurred by the Buyer Party as a result of the Seller Party assuming conduct of that Third Party Claim. (b) The Indemnifying If the Buyer Party may, at its election, in gives the name of Seller Party a Claim Notice and the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Seller Party does not assume elect to take over the defence control of the relevant Third Party Claim, the Indemnified Buyer Party willmay take such actions as the Buyer Party may decide, acting reasonably, including the right to negotiate, defend and/or settle the Third Party Claim and to recover costs incurred as a consequence of the Third Party Claim from any person, provided that: (i) keep the Indemnifying Buyer Party fully informed of at reasonable and regular intervals provides the Indemnified Party’s progress in defending Seller Party with written reports concerning the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s requestconduct, consult withnegotiation, and take account of the reasonable views ofcontrol, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence and/or settlement of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, must not settle the Third Party Claim without the prior approval of the Seller Party which must not be unreasonably withheld or delayed; (ii) the Buyer Party affords the Seller Party the opportunity to consult with the Buyer Party on matters of significance in relation to the conduct, negotiation and settlement of the Third Party Claim; and (iii) the Seller Party must render to the Buyer Party, at the Buyer Party’s expense, all such assistance as the Buyer Party may reasonably require in disputing any Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. (a) If either party (the "Recipient") becomes aware of any third party with claim against the Recipient which may result in a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified claim by the Recipient against the other party (“the "Indemnifying Party”") under clause 26.16 or 26.18 any indemnity contained in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”)this Contract, the following will apply: (a) The Indemnified Party will Recipient shall give notice of the Third Party Claim (including reasonable details) to the Indemnifying Party and ensure that the Indemnified Party does not make any payment or admission of liability in respect as soon as is reasonably practicable thereafter together with a written summary of the Third Party Claim.third party claim and any relevant supporting documentation.‌ (b) The Indemnifying Party may, shall be entitled at its election, in the name of the Indemnified Party, discretion (but subject to prior after consultation with the Indemnified Party and so that Recipient) to defend, at the reputation Indemnifying Party's own expense, such claim on behalf of the Indemnified Party is not unfairly harmed, conduct Recipient provided that: (i) the Recipient shall be kept fully informed of all negotiations and defend any proceedings relating key matters pertaining to the Third Party Claim. For this purpose, the Indemnified Party will make available to claim; (ii) the Indemnifying Party all shall, in resisting any such informationclaim, books and records, and give such other co-operation comply with the terms of any relevant policies of insurance; (including making available employees as witnesses), as iii) the Indemnifying Party shall not be entitled to resist any such claim before any court unless it has been advised by leading counsel, after consideration of all the available relevant information and documents, that it is reasonable to resist such claim in the manner proposed by the Indemnifying Party; and (iv) the Indemnifying Party agrees in writing to indemnify the Recipient (to the Recipient's reasonable satisfaction) against all relevant losses (including costs, damages and expenses) which may reasonably require for the purpose.thereby be incurred.‌ (c) The Recipient agrees in writing to give the Indemnifying Party and the insurer under a relevant policy of insurance, if any, all reasonable cooperation, access and assistance for the purpose of properly defending and counterclaiming against such a claim subject as provided in clause 12.3(b)(iv). (d) If and for so long as the Indemnifying Party does not assume request the Recipient to take any appropriate action or fails to agree in writing to indemnify the Recipient to its reasonable satisfaction within twenty (20) Business Days of the Recipient's notice under clause 12.3(a), the Recipient shall be free to pay or settle the claim on such terms as it may in its absolute discretion think fit. The Recipient shall make no admission prejudicial to the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim such claim unless and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, until it becomes entitled to pay or settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount such claim pursuant to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.clause 12.3(d).‌

Conduct of Claims. If the party with a right of indemnity under clause 26.16 or 26.18 26.17 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 or 26.18 26.17 in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give notice of the Third Party Claim (including reasonable details) to the Indemnifying Party and ensure that the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If (i) Whenever a claim for indemnification shall arise as a result of a third party claim, the party with a right of indemnity under clause 26.16 or 26.18 seeking indemnification (“the "Indemnified Party”) seeks"), or may seek to be indemnified by shall notify the other party from whom such indemnification is sought (“the "Indemnifying Party”") under clause 26.16 or 26.18 in respect writing of a the Claim and the facts constituting the basis for such claim in reasonable detail; provided, that the Indemnified Party shall not be foreclosed by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give failure to provide timely notice of the Third Party Claim (including reasonable details) existence of a third party claim to the Indemnifying Party and ensure except to the extent that the Indemnified Indemnifying Party does not make any payment or admission has been materially prejudiced as a direct result of liability in respect of the Third Party Claim.such delay; (bii) The Such Indemnifying Party may, shall have the right to retain the counsel of its choice in connection with such Claim and to participate at its election, own expense in the name defense of the Indemnified Partyany such Claim; provided, but subject to prior consultation with the Indemnified Party and so however, that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available counsel to the Indemnifying Party all shall not (except with the consent of the relevant Indemnified Party) also be counsel to such information, books and records, and give such other co-operation (including making available employees as witnesses), as Indemnified Party. In no event shall the Indemnifying Party may reasonably require be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence same jurisdiction arising out of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedingssame general allegations or circumstances; and (iiiii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the No Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will notshall, without the prior written consent of the Indemnifying PartyIndemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the Third Party Claim. entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section unless such settlement, compromise or consent (eA) If the includes an unconditional release of each Indemnified Party recovers from all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If the party with a right of indemnity under clause 26.16 17.15 or 26.18 17.16 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 17.15 or 26.18 17.16 in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give notice of the Third Party Claim (including reasonable details) to the Indemnifying Party and ensure that the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. (a) If either party (the "Recipient") becomes aware of any third party with claim against the Recipient which may result in a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified claim by the Recipient against the other party (“the "Indemnifying Party”") under clause 26.16 or 26.18 any indemnity contained in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”)this Contract, the following will apply: (a) The Indemnified Party will Recipient shall give notice of the Third Party Claim (including reasonable details) to the Indemnifying Party and ensure that the Indemnified Party does not make any payment or admission of liability in respect as soon as is reasonably practicable thereafter together with a written summary of the Third Party Claimthird party claim and any relevant supporting documentation. (b) The Indemnifying Party may, shall be entitled at its election, in the name of the Indemnified Party, discretion (but subject to prior after consultation with the Indemnified Party and so that Recipient) to defend, at the reputation Indemnifying Party's own expense, such claim on behalf of the Indemnified Party is not unfairly harmed, conduct Recipient provided that: (i) the Recipient shall be kept fully informed of all negotiations and defend any proceedings relating key matters pertaining to the Third Party Claim. For this purpose, the Indemnified Party will make available to claim; (ii) the Indemnifying Party all shall, in resisting any such informationclaim, books and records, and give such other co-operation comply with the terms of any relevant policies of insurance; (including making available employees as witnesses), as iii) the Indemnifying Party shall not be entitled to resist any such claim before any court unless it has been advised by leading counsel, after consideration of all the available relevant information and documents, that it is reasonable to resist such claim in the manner proposed by the Indemnifying Party; and (iv) the Indemnifying Party agrees in writing to indemnify the Recipient (to the Recipient's reasonable satisfaction) against all relevant losses (including costs, damages and expenses) which may reasonably require for the purposethereby be incurred. (c) The Recipient agrees in writing to give the Indemnifying Party and the insurer under a relevant policy of insurance, if any, all reasonable cooperation, access and assistance for the purpose of properly defending and counterclaiming against such a claim subject as provided in clause 12.3(b)(iv). (d) If and for so long as the Indemnifying Party does not assume request the Recipient to take any appropriate action or fails to agree in writing to indemnify the Recipient to its reasonable satisfaction within twenty (20) Business Days of the Recipient's notice under clause 12.3(a), the Recipient shall be free to pay or settle the claim on such terms as it may in its absolute discretion think fit. The Recipient shall make no admission prejudicial to the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim such claim unless and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedingsuntil it becomes entitled to pay or settle such claim pursuant to this clause 12.3(d). (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If (i) Whenever a claim for indemnification shall arise under this Section 9 as a result of a third party claim, the party with a right of indemnity under clause 26.16 or 26.18 seeking indemnification (“the "Indemnified Party”) seeks"), or may seek to be indemnified by shall notify the other party from whom such indemnification is sought (“the "Indemnifying Party”") under clause 26.16 or 26.18 in respect writing of a the Proceeding and the facts constituting the basis for such claim in reasonable detail; provided, that the Indemnified Party shall not be foreclosed by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give failure to provide timely notice of the Third Party Claim (including reasonable details) existence of a third party claim to the Indemnifying Party and ensure except to the extent that the Indemnified Indemnifying Party does not make any payment or admission has been materially prejudiced as a direct result of liability in respect of the Third Party Claim.such delay; (bii) The Such Indemnifying Party may, shall have the right to retain the counsel of its choice in connection with such Proceeding and to participate at its election, own expense in the name defense of the Indemnified Partyany such Proceeding; provided, but subject to prior consultation with the Indemnified Party and so however, that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available counsel to the Indemnifying Party all shall not (except with the consent of the relevant Indemnified Party) also be counsel to such information, books and records, and give such other co-operation (including making available employees as witnesses), as Indemnified Party. In no event shall the Indemnifying Party may reasonably require be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence same jurisdiction arising out of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedingssame general allegations or circumstances; and (iiiii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the No Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will notshall, without the prior written consent of the Indemnifying PartyIndemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the Third Party Claim. entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 9 unless such settlement, compromise or consent (eA) If the includes an unconditional release of each Indemnified Party recovers from all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If (i) Whenever a claim for indemnification shall arise under this Section 18, the party with a right of indemnity under clause 26.16 or 26.18 seeking indemnification (the “Indemnified Party”) seeks), or may seek to be indemnified by shall notify the other party from whom such indemnification is sought (the “Indemnifying Party”) under clause 26.16 or 26.18 in respect of a claim by any person writing of the kind described Proceeding and the facts constituting the basis for such claim in sub-clause (a) reasonable detail. The failure of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give notice of the Third Party Claim (including reasonable details) to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have on account of this indemnification or otherwise, except and ensure only to the extent that the Indemnified Indemnifying Party does not make any payment or admission of liability in respect of the Third Party Claim.is prejudiced thereby; (bii) The Indemnifying Party mayshall have the right, at its electionwithin thirty (30) days after being so notified, in to assume the name defense of the Indemnified Party, but subject such Proceeding with counsel reasonably satisfactory to prior consultation with the Indemnified Party in good faith and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, own expense; provided that unless and take account of the reasonable views of, until the Indemnifying Party shall assume such defense pursuant to this sentence, the Indemnified Party shall have the right to conduct and control the defense of such Proceeding (including the settlement thereof) without the Indemnifying Party’s consent and shall be entitled to payment from the Indemnifying Party of all reasonable costs of such defense (including attorney’s fees and expenses). In any such Proceeding the defense of which the Indemnifying Party shall have so far as reasonably possible assumed, the Indemnified Party shall have the right to participate therein and retain its own counsel at its own expense, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of the same counsel or (ii) the named parties to any such litigation or proceeding (including impleaded parties) include both the Indemnifying Party and the Indemnified Party, and representation of such parties by the same counsel would be inappropriate due to actual or potential differing interests between them; in the relevant case of clause (ii) above, such separate counsel may be retained by the Indemnified Party’s defence Party at the expense of the Third Party Claim and any related proceedings.Indemnifying Party; and (diii) The Indemnified No Indemnifying Party will notshall, without the prior written consent of the Indemnifying PartyIndemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the Third Party Claim. entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section unless such settlement, compromise or consent (eA) If the includes an unconditional release of each Indemnified Party recovers from all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If (i) Whenever a claim for indemnification shall arise under this Section 18 as a result of a third party claim, the party with a right of indemnity under clause 26.16 or 26.18 seeking indemnification (“the ""Indemnified Party”) seeks"), or may seek to be indemnified by shall notify the other party from whom such indemnification is sought (“the ""Indemnifying Party”") under clause 26.16 or 26.18 in respect writing of a the Proceeding and the facts constituting the basis for such claim in reasonable detail; provided, that the Indemnified Party shall not be foreclosed by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give failure to provide timely notice of the Third Party Claim (including reasonable details) existence of a third party claim to the Indemnifying Party and ensure except to the extent that the Indemnified Indemnifying Party does not make any payment or admission has been materially prejudiced as a direct result of liability in respect of the Third Party Claim.such delay; (bii) The Such Indemnifying Party may, shall have the right to retain the counsel of its choice in connection with such Proceeding and to participate at its election, own expense in the name defense of the Indemnified Partyany such Proceeding; provided, but subject to prior consultation with the Indemnified Party and so however, that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available counsel to the Indemnifying Party all shall not (except with the consent of the relevant Indemnified Party) also be counsel to such information, books and records, and give such other co-operation (including making available employees as witnesses), as Indemnified Party. In no event shall the Indemnifying Party may reasonably require be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence same jurisdiction arising out of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedingssame general allegations or circumstances; and (iiiii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the No Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will notshall, without the prior written consent of the Indemnifying PartyIndemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the Third Party Claim. entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 18 unless such settlement, compromise or consent (eA) If the includes an unconditional release of each Indemnified Party recovers from all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If the party with a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 or 26.18 in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give notice of the Third Party Claim (including reasonable details) to the Indemnifying Party and ensure that the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) . If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If the party with (i) As soon as reasonably practicable and in any event within twenty (20) Business Days after becoming aware of circumstances giving rise or likely to give rise to any a right of indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 or 26.18 claim made in respect of a claim by any person of the kind described in sub-clause an indemnified matter under this § 21.6 (a) of such clauses (“Third Party "Claim”"), the following will apply: non-defaulting Party (a"Indemnity Claiming Party") The Indemnified Party will shall give written notice of the Third Party Claim (including reasonable details) that fact to the Indemnifying defaulting Party and ensure that ("Indemnity Defaulting Party") together with such particulars as are reasonably required by the Indemnified Indemnity Claiming Party does not make any payment or admission of liability in respect of to enable it to understand the Third Party Claimgrounds upon which the Claim is likely to be based. (bii) The Indemnifying Notwithstanding § 21.6(c)(iv) or § 21.6(c)(v) and provided that the Indemnity Defaulting Party mayaccepts that any liability resulting from any action or proceeding will be indemnified under § 21.6(a) (Indemnity) above, at its electionon the giving of a notice by the Indemnity Claiming Party pursuant to § 21.6(c)(i), the Indemnity Defaulting Party shall, subject to providing the Indemnity Claiming Party with an indemnity against all costs and expenses that it may incur by reason of such action or proceeding, be entitled to dispute the Claim in the name of the Indemnified Person at the Indemnity Defaulting Party's own expense and take conduct of any defence, but subject to prior consultation with the Indemnified Party and so that the reputation dispute, compromise, or appeal of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedingsincidental negotiations. The Indemnity Claiming Party shall give the Indemnity Defaulting Party all reasonable cooperation, access and assistance for the purposes of considering and resisting such Claim, subject to the Indemnity Defaulting Party paying the Indemnity Claiming Party's reasonable costs and expenses. (iii) With respect to any Claim conducted by the Indemnity Defaulting Party pursuant to § 21.6(c)(ii): (I) the Indemnity Defaulting Party shall keep the Indemnity Claiming Party fully informed and consult with it about material elements (including the making of any payment or settlement) of the conduct of the Claim; (II) the Indemnity Defaulting Party shall not bring the name of the Indemnity Claiming Party into disrepute by reason of: (a) the Indemnity Defaulting Party's conduct of such Claim being below the standard that would have been pursued by a prudent defendant to such Claim advised by skilled and experienced counsel; or (b) statements made by the Indemnity Defaulting Party regarding (other than to the extent that any such statements regarding the Buyer are established as a matter of fact), or on behalf of, the Indemnity Claiming Party; and (iiIII) at the Indemnifying Party’s request, consult with, and take account Indemnity Defaulting Party shall not admit any liability in respect of a Claim without the prior consent of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Indemnity Claiming Party’s defence of the Third Party Claim and any related proceedings. (div) The Indemnified Indemnity Claiming Party will not, shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: (I) the prior written consent Indemnity Defaulting Party is not entitled to take conduct of the Indemnifying Party, settle Claim in accordance with § 21.6(c)(ii); (II) the Third Indemnity Defaulting Party fails to notify the Indemnity Claiming Party of its intention to take conduct of the relevant Claim within twenty (20) Business Days of the notice from the Indemnity Claiming Party under § 21.6(c)(i) above or notifies the Indemnity Claiming Party that it does not intend to take conduct of the Claim; and (III) the Indemnity Defaulting Party fails to comply with any provision of this § 21.6(c) which materially: (a) increases the liability or exposure of the Indemnity Claiming Party to the relevant Claim; or (b) prejudices the Indemnity Claiming Party position in defending the relevant Claim. (ev) The Indemnity Claiming Party shall be free at any time to give notice to the Indemnity Defaulting Party that it is retaining or taking over (as the case may be) the conduct of any defence, dispute, compromise or appeal of any Claim (or of any incidental negotiations) to which § 21.6(c)(ii) applies. On receipt of such notice the Indemnity Defaulting Party shall promptly take all steps necessary to transfer the conduct of such Claim to the Indemnity Claiming Party, and shall provide to the Indemnity Claiming Party all reasonable cooperation, access and assistance for the purposes of considering and resisting such claim. (vi) If the Indemnified Indemnity Claiming Party recovers gives any notice pursuant to § 21.6(c)(v) above, then the Indemnity Defaulting Party shall be released from any third party liability under any indemnity under this Agreement in respect of such Claim, subject to: (I) the Indemnity Defaulting Party paying the costs or expenses of the Indemnity Claiming Party, which were incurred by the Indemnity Claiming Party in connection with the Claim prior to the date on which the Indemnity Claiming Party gives any notice pursuant to § 21.6(c)(v); and (II) the Indemnity Defaulting Party remaining liable for the finally agreed or determined amount of losses, costs, charges, expenses and other liabilities arising in relation to such Claim but excluding therefrom any agreed or determined amount to the extent that it has been materially increased by reason of the Indemnity Claiming Party's conduct of such Claim being below the standard that would have been pursued by a prudent defendant to such Claim advised by skilled and experienced counsel. (vii) If the Indemnity Defaulting Party pays to the Indemnity Claiming Party an amount in respect of an indemnity under this Agreement and the Indemnity Claiming Party separately recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which a payment made is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Indemnity Claiming Party shall as soon as reasonably practicable repay to the Indemnity Defaulting Party the lesser of: (I) an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any reasonable out-of-pocket costs and expenses properly incurred by the Indemnifying Indemnity Claiming Party to in recovering the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party same; and (net of the cost of recovery, but not exceeding II) the amount paid to the Indemnity Claiming Party by the Indemnifying Party) will be reimbursed without delay to Indemnity Defaulting Party in respect of the Indemnifying Partyclaim under the relevant indemnity.

Conduct of Claims. If Each Indemnified Person shall, promptly after the party with a right receipt of indemnity under clause 26.16 or 26.18 (“notice of any Claim against such Indemnified Party”) seeksPerson in respect of which indemnification may be sought pursuant to this Section 14.01, or may seek to be indemnified by notify the other party Party from who it seeks indemnity (“Indemnifying Party”) under clause 26.16 of any such Claim. The Indemnifying Party shall not be obligated to indemnify such Indemnified Person with respect to any such Claim if such Indemnified Person fails to notify the Indemnifying Party thereof in accordance with the provisions of this Section 14.01(b) in sufficient time to permit the Indemnifying Party to defend against any such Claim and to make a timely response thereto, including any responsive motion or 26.18 answer to a complaint, petition, notice or other legal, equitable or administrative process relating to any such Claim, but only insofar as such failure to notify the Indemnifying Party has actually resulted in respect of a claim by material prejudice or damage to the Indemnifying Party. In case any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”)Claim shall be made or brought against an Indemnified Person, the following will apply: Indemnifying Party may, or if so requested by such Indemnified Person shall, assume the defense thereof with competent counsel of its selection to defend such Indemnified Person. In such circumstances, such Indemnified Person shall (ai) The at no cost or expense to such Indemnified Party will give notice of the Third Party Claim (including reasonable details) to Person, cooperate with the Indemnifying Party and ensure provide the Indemnifying Party with such information and assistance as the Indemnifying Party shall reasonably request in connection with any such Claim and (ii) at its own cost and expense have the right to participate and be represented by counsel of its own choice with respect to any such Claim; provided, however, that if a Claim creates or may reasonably be expected to create a conflict between the Parties or exposes or may reasonably be expected to expose the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purposecriminal liability, the Indemnified Party will make available shall (A) not be required to cooperate or provide such information and assistance that the Indemnifying Party all requests in connection with such information, books Claim and records, (B) be entitled to indemnification for reasonable costs and give expenses in connection with such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim participation and representation by counsel of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party its own choice with respect to such Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If Each Indemnified Person shall, promptly after the party with a right receipt of notice of any Claim against such Indemnified Person in respect of which indemnification may be sought pursuant to this Section 12.01, notify any other Party from whom it seeks indemnity under clause 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 of any such Claim. No Indemnifying Party shall be obligated to indemnify such Indemnified Person with respect to any such Claim if such Indemnified Person fails to notify the Indemnifying Party thereof in accordance with the provisions of this Section 12.01(b) in sufficient time to permit the Indemnifying Party to defend against any such Claim and to make a timely response thereto, including any responsive motion or 26.18 answer to a complaint, petition, notice or other legal, equitable or administrative process relating to any such Claim, but only insofar as such failure to notify the Indemnifying Party has actually resulted in respect of a claim by material prejudice or damage to the Indemnifying Party. In case any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”)Claim shall be made or brought against an Indemnified Person, the following will apply: Indemnifying Party may, or if so requested by such Indemnified Person shall, assume the defense thereof with competent counsel of its selection to defend such Indemnified Person. In such circumstances, such Indemnified Person shall (ai) The at no cost or expense to such Indemnified Party will give notice of the Third Party Claim (including reasonable details) to Person, cooperate with the Indemnifying Party and ensure that provide the Indemnifying Party with such information and assistance as the Indemnifying Party shall reasonably request in connection with any such Claim and (ii) at its own cost and expense (unless a conflict would exist if the same counsel represented both the Indemnifying Party and the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmedor may be reasonably expected to be exposed to criminal liability, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to in which case the Indemnifying Party all such information, books shall pay the cost and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require expense of separate counsel for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending ), have the Indemnified Claim right to participate and be represented by counsel of its own choice with respect to any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party such Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If the party with a right of indemnity under clause 26.15 or 26.16 or 26.18 (“Indemnified Party”) seeks, or may seek to be indemnified by the other party (“Indemnifying Party”) under clause 26.15 or 26.16 or 26.18 in respect of a claim by any person of the kind described in sub-clause (a26.15(a) of such clauses or 26.16(a) as the case may be (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give notice of the Third Party Claim (including reasonable details) to the Indemnifying Party and ensure that the Indemnified Party does not make any payment or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle the Third Party Claim. (e) If the Indemnified Party recovers from any third party any amount to which a payment made by the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party.

Conduct of Claims. If 8.1 Without prejudice to the party with a right of indemnity under clause 26.16 or 26.18 limitations on liability set out in Schedule 5 (“Indemnified Party”Limitations on Liability) seeks, or may seek and subject to be indemnified by the other party (“Indemnifying Party”) under clause 26.16 or 26.18 provisions in respect of control of Environmental Indemnity Claims set forth in Articles 12.2 through 12.5, in the event that any claim or demand for which a claim party (an Indemnifying Party) or any of its Affiliates may have liability to another party (an Indemnified Party) or any of its Affiliates in respect of any Claim, Indemnity Claim or otherwise under this Agreement, in each case other than in respect of any Tax Claim (which is the subject of Schedule 13 (Tax)), is asserted against or sought to be collected from any Indemnified Party by any person of the kind described in sub-clause a third party (a) of such clauses (“a Third Party Claim”), the following will apply:): (a) The the Indemnified Party will give notice shall promptly, but in no event more than ten (10) Business Days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto, including all reasonable information and facilities to investigate such Third Party Claim (including reasonable details) a Claim Notice); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the Indemnifying Party and ensure extent that such failure has a prejudicial effect on the Indemnified Party does not make any payment defenses or admission of liability in respect of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make other rights available to the Indemnifying Party all with respect to such informationThird Party Claim; (b) neither the Indemnified Party nor any of its Affiliates shall admit any liability, books and recordssettle, and give compromise or offer to settle or compromise such other co-operation (including making available employees as witnesses), as Third Party Claim without the prior written consent of the Indemnifying Party may reasonably require for the purpose.Party; and (c) If and for so long as the Indemnifying Party does not assume shall have thirty (30) days (or such lesser number of days set forth in the defence Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the Notice Period) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim. During that period, if the Indemnified Party is Bemis or any of its Affiliates, the Indemnified Party shall consult with the RTA Representative in order to determine if the Third Party Claim may give rise to a Liability or loss of any Seller Group member hereunder (including after giving effect to any deductible under the provisions hereof, the provisions of Paragraphs 2 and 6 of Schedule 5 (Limitations on Liability) or any limitation of Liability in any provision of this Agreement by reference to a Relevant Loss). 8.2 If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense provided that if it appears reasonable that the ultimate responsibility for the Third Party Claim will not be borne solely by the Indemnifying Party then the Indemnified Party and the Indemnifying Party shall consult in good faith to determine how best to defend such Third Party Claim, including whether to enter into a joint or shared defense arrangement, provided, further that nothing herein shall obligate the Indemnified Party or the Indemnifying Party to enter into any such arrangements. Once the Indemnifying Party has duly assumed (joint or shared, as the case may be, if the Indemnifying Party and the Indemnified Party have agreed to joint or shared defense arrangements) the defense of a Third Party Claim, the Indemnified Party will: shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense unless (ia) keep the Indemnifying Party fully informed of and the Indemnified Party’s progress in defending Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (b) the Indemnified Party assumes the defense of a Third Party Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, after the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of Article 8.4 or (c) the Indemnifying Party and any related proceedingsIndemnified Party have entered into a joint or shared defense arrangement. (d) 8.3 The Indemnified Indemnifying Party will shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (a) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates; (b) a finding or admission of a violation of Law or violation of the rights of any person by the Indemnified Party or any of its Affiliates; (c) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates; or (d) except to the extent within the thresholds set forth in Paragraph 2 of Schedule 5 (Limitations on Liability) hereof, any monetary liability of the Indemnified Party that shall not be promptly paid or reimbursed by the Indemnifying Party. 8.4 If the Indemnifying Party (a) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise; or (b) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) Business Days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. The Indemnified Party shall not settle a Third Party Claim without the consent of the Indemnifying Party, settle which consent shall not be unreasonably withheld or delayed. 8.5 The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other’s relevant business records and other documents, and employees; it being acknowledged and agreed that the costs and expenses of the Indemnified Party relating thereto shall, subject to the limitations on liability set out in Schedule 5 (Limitations on Liability), be Costs subject to indemnification. Without prejudice to the generality of the foregoing, to the extent reasonably related to the Third Party Claim the Indemnifying Party may request that the auditors (both past and then current) of the Indemnified Party or any of its Affiliates make available their audit working papers in respect of audits of the accounts of the Indemnified Party or any of its Affiliates for any accounting period relevant to such Third Party Claim (subject to the Indemnifying Party agreeing to hold harmless requirements that such auditors may reasonably require). 8.6 The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. 8.7 Subject to the provisions in respect of control of Environmental Indemnity Claims set forth in Articles 12.2 through 12.5, before an Indemnified Party makes a Claim or Indemnity Claim (other than in respect of any Tax Claim) under this Agreement for a Cost or Liability (other than in respect of any Tax Claims) that does not result from a Third Party Claim (a Direct Claim): (a) the Indemnified Party shall notify the Indemnifying Party in writing of such Direct Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Direct Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto; (b) the Indemnifying Party shall have a period of forty-five (45) days within which to respond to such Direct Claim, and if the Indemnifying Party does not respond within such forty-five (45) day period, the Indemnifying Party shall be deemed to have accepted the Direct Claim; and (c) if the Indemnifying Party rejects all or any part of the Direct Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such Direct Claim. (e) If 8.8 The Indemnifying Party shall pay all amounts payable pursuant to this Article 8 and, with respect to any Environmental Indemnity Claim, Article 12.2 through 12.5 in accordance with the payment provisions of this Agreement promptly following receipt from an Indemnified Party recovers from of a ▇▇▇▇, together with all accompanying reasonably detailed back-up documentation, for any third party Liability or Cost in respect of any amount to which a payment made by Claim, Indemnity Claim or otherwise under this Agreement, unless the Indemnifying Party in good faith disputes such Liability or Cost, in which event it shall so notify the Indemnified Party. In such case, the Indemnifying Party shall not be required to pay to the Indemnified Party under in accordance with the payment provisions of this agreement relates, the Indemnified Party will procure that Agreement the amount so recovered by the Indemnified Party of any Liability or Cost for which it is liable hereunder until five (net 5) Business Days following any final determination of the cost of recovery, but not exceeding the amount paid by related claim and the Indemnifying Party’s liability therefor (a Final Adjudication). A Final Adjudication shall exist when (a) will be reimbursed without delay the parties to the Indemnifying Partydispute have reached an agreement in writing; (b) a court of competent jurisdiction shall have entered a final order or judgment not subject to stay or appeal; or (c) an arbitration or like panel shall have rendered a final non-appealable determination with respect to disputes the parties have agreed to submit thereto. 8.9 It shall be a condition to the right of an Indemnified Party to pursue, enforce and obtain payment in respect of any Claim or Indemnity Claim under this Agreement that it shall have complied with the terms and conditions of this Article 8 and, in respect of any Environmental Indemnity Claim, Articles 12.2 through 12.5.

Conduct of Claims. 22.1 If the party with a right of indemnity under clause 26.16 Council or 26.18 the CCG (the “Indemnified Party”) seeks, or becomes aware of any matter that may seek give rise to be indemnified by a claim under Clause 21 against the other party (the “Indemnifying Party”) under clause 26.16 or 26.18 in respect of a claim by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), notice of that fact shall be given as soon as possible to the following will apply:Indemnifying Party. (a) 22.2 The Indemnified Party will shall give notice the Indemnifying Party the opportunity to have conduct of any relevant claim, and accordingly to defend or enact settlement of any such claim avoid, dispute, deny, defend, resist, appeal, compromise or contest any such claim or liability (including, without limitation, making counterclaims or other claims against third parties) in the Third Party Claim (including reasonable details) to name of and on behalf of the Indemnifying Party and ensure to have the conduct of any related proceedings, negotiations or appeals, and in such circumstances it is agreed that the Indemnified Party does not make any payment or no admission of liability in respect shall be made by or on behalf of the Third Party Claim. (b) The Indemnifying Party may, at its election, in the name of the Indemnified Party, but subject to prior consultation with the Indemnified Party and so that the reputation any claim shall not be compromised, disposed of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available to the Indemnifying Party all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Indemnifying Party may reasonably require for the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedings; and (ii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will not, or settled without the prior written consent of the Indemnifying Party, settle the Third . The Indemnifying Party Claimmay elect not to have conduct as aforesaid. (e) If 22.3 Without prejudice to the Indemnified Party recovers from any third party any amount to which a payment made by validity of the claim or alleged claim in question, and whether or not the Indemnifying Party has elected not to defend any such claim, each Partner shall allow the Indemnified Party under other and its professional advisors to investigate the matter or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim, and for such purpose shall give, subject to being paid all reasonable costs and expenses, all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the other Partner or its professional advisors may reasonably request PROVIDED THAT nothing in this agreement relates, Clause 22.3 shall be construed as requiring either Partner to disclose any document or thing which is the Indemnified Party will procure that subject of any privilege. The Partner receiving the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay same agrees to the Indemnifying Partykeep all such information confidential and only to use it for such purpose.

Conduct of Claims. If (i) Whenever a claim for indemnification shall arise under this Section as a result of a third party claim, the party with a right seeking indemnification (the " Indemnified Party "), shall notify the party from whom such indemnification is sought (the " Indemnifying Party ") in writing of indemnity under clause 26.16 or 26.18 (“the Proceeding and the facts constituting the basis for such claim in reasonable detail; provided, that the Indemnified Party”) seeks, or may seek to Party shall not be indemnified by the other party (“Indemnifying Party”) under clause 26.16 or 26.18 in respect of a claim foreclosed by any person of the kind described in sub-clause (a) of such clauses (“Third Party Claim”), the following will apply: (a) The Indemnified Party will give failure to provide timely notice of the Third Party Claim (including reasonable details) existence of a third party claim to the Indemnifying Party and ensure except to the extent that the Indemnified Indemnifying Party does not make any payment or admission has been materially prejudiced as a direct result of liability in respect of the Third Party Claim.such delay; (bii) The Such Indemnifying Party may, shall have the right to retain the counsel of its choice in connection with such Proceeding and to participate at its election, own expense in the name defense of the Indemnified Partyany such Proceeding; provided, but subject to prior consultation with the Indemnified Party and so however, that the reputation of the Indemnified Party is not unfairly harmed, conduct all negotiations and defend any proceedings relating to the Third Party Claim. For this purpose, the Indemnified Party will make available counsel to the Indemnifying Party all shall not (except with the consent of the relevant Indemnified Party) also be counsel to such information, books and records, and give such other co-operation (including making available employees as witnesses), as Indemnified Party. In no event shall the Indemnifying Party may reasonably require be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the purpose. (c) If and for so long as the Indemnifying Party does not assume the defence same jurisdiction arising out of the Third Party Claim, the Indemnified Party will: (i) keep the Indemnifying Party fully informed of the Indemnified Party’s progress in defending the Indemnified Claim and of any related proceedingssame general allegations or circumstances; and (iiiii) at the Indemnifying Party’s request, consult with, and take account of the reasonable views of, the No Indemnifying Party so far as reasonably possible in the relevant Indemnified Party’s defence of the Third Party Claim and any related proceedings. (d) The Indemnified Party will notshall, without the prior written consent of the Indemnifying PartyIndemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the Third entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section unless such settlement, compromise or consent (A) includes an unconditional release of each Indemnified Party Claimfrom all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. (eiv) If No Indemnifying Party will be required to provide such indemnification for a Loss or Losses pursuant to Sections 4.9 or 4.10 unless and until the Indemnified Party recovers from has sustained aggregate Losses as a result of any third party any amount to which a payment made by matter(s) indemnifiable of One Hundred Thousand and No/100 Dollars ($100,000) (the Indemnifying Party to the Indemnified Party under this agreement relates, the Indemnified Party will procure that the amount so recovered by the Indemnified Party (net of the cost of recovery, but not exceeding the amount paid by the Indemnifying Party) will be reimbursed without delay to the Indemnifying Party"Basket Amount").