Common use of Third Party Indemnification Clause in Contracts

Third Party Indemnification. Promptly after the assertion by any third party of any proceeding against any Glencore Indemnitee that results or may result in the incurrence by such Glencore Indemnitee of any Loss for which such Glencore Indemnitee would be entitled to indemnification pursuant to this Agreement (a "Third Party Proceeding"), such Glencore Indemnitee shall promptly notify the Company of such Third Party Proceeding. Such notice shall also specify with reasonable detail the factual basis for the Third Party Proceeding and the amount claimed by the third party. The failure to promptly provide such notice shall not relieve the Company of any obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the Company. Thereupon, the Company shall have the right, upon written notice (the "Defence Notice") to the Glencore Indemnitee within 45 days after receipt by the Company of notice of the Third Party Proceeding to conduct, at its own expense, the defence of the Third Party Proceeding in its own name or, if necessary, in the name of the Glencore Indemnitee. Any Glencore Indemnitee shall have the right to employ separate counsel in any Third Party Proceeding to reasonably participate in (but not control) the defence thereof, but the fees and expenses of such counsel shall not be included as part of any Losses incurred by the Glencore Indemnitee unless: (i) the Company failed to give the Defence Notice; or (ii) the employment of such counsel at the expense of the Company has been specifically authorized in writing by the Company. The party conducting the defence of any Third Party Proceeding shall keep the other party reasonably apprised of all significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) the Company and the Glencore Indemnitee consent, which consent shall not be unreasonably withheld, delayed or conditioned; or (b) the settlement: (I) releases the Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) from all liabilities and obligations with respect to such Third Party Proceeding; (II) contains no admission on the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) that it violated any law or infringed the rights of any person; and (III) provides as the claimant's or plaintiff`s sole relief monetary damages (that are paid in full by the Company). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Indemnification. Promptly after (a) In the assertion event that any Claim ----------- -------------------------- for which the Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against an Indemnified Party by any a third party of any proceeding against any Glencore Indemnitee that results or may result in the incurrence by such Glencore Indemnitee of any Loss for which such Glencore Indemnitee would be entitled to indemnification pursuant to this Agreement (a "Third Party ProceedingClaim"), such Glencore Indemnitee the Indemnified Party shall promptly deliver a Claim Notice to the Indemnifying Party. The Indemnifying Party shall have twenty (20) days from the date of delivery of the Claim Notice to notify the Company of Indemnified Party whether the Indemnifying Party disputes liability to the Indemnified Party hereunder with respect to the Third Party Claim, and, if so, the basis for such a dispute. In the event that the Indemnifying Party timely notifies the Indemnified Party that the Indemnifying Party does not dispute the Indemnifying Party's obligation to indemnify with respect to the Third Party Claim, the Indemnifying Party shall defend the Indemnified Party against such Third Party Proceeding. Such notice shall also specify with reasonable detail Claim by appropriate proceedings, provided that, unless the factual basis for the Third Indemnified Party Proceeding and the amount claimed by the third party. The failure to promptly provide such notice shall not relieve the Company of any obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the Company. Thereuponotherwise agrees in -------- writing, the Company shall have the right, upon written notice (the "Defence Notice") to the Glencore Indemnitee within 45 days after receipt by the Company of notice of the Third Indemnifying Party Proceeding to conduct, at its own expense, the defence of the Third Party Proceeding in its own name or, if necessary, in the name of the Glencore Indemnitee. Any Glencore Indemnitee shall have the right to employ separate counsel in may not settle any Third Party Proceeding Claim (in whole or in part) if such settlement does not include a complete and unconditional release of the Indemnified Party. If the Indemnified Party desires to reasonably participate in (in, but not control) , any such defense or settlement the defence thereofIndemnified Party may do so at its sole cost and expense. If the Indemnifying Party elects not to assume control of the defense on behalf of the Indemnified Party against a Third Party Claim, but whether by failure of such party to give the fees Indemnified Party timely notice as provided herein or otherwise, then the Indemnified Party, without waiving any rights against such party, may settle or defend against such Third Party Claim and the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of any settlement or judgment and, on an ongoing basis, all indemnifiable costs and expenses of the Indemnified Party with respect thereto, including interest from the date such counsel costs and expenses were incurred, provided that any settlement shall not be included as part of any Losses incurred by require the Glencore Indemnitee unless: (i) the Company failed to give the Defence Notice; or (ii) the employment of such counsel at the expense consent of the Company has been specifically authorized in writing by the Company. The party conducting the defence of any Third Party Proceeding shall keep the other party reasonably apprised of all significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) the Company and the Glencore Indemnitee consentIndemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned; or (b) the settlement: (I) releases the Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) from all liabilities and obligations with respect to such Third Party Proceeding; (II) contains no admission on the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) that it violated any law or infringed the rights of any person; and (III) provides as the claimant's or plaintiff`s sole relief monetary damages (that are paid in full by the Company). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Indemnification. Promptly after the assertion by any third party of any proceeding Third Party Claim (a “Third Party Proceeding”) against any Glencore Indemnitee person entitled to indemnification under this Agreement (the “Indemnitee”) that results or may result in the incurrence by such Glencore Indemnitee of any Claim or Loss for which such Glencore Indemnitee would be entitled to indemnification pursuant to this Agreement (a "Third Party Proceeding")Agreement, such Glencore Indemnitee shall will promptly notify the Company party from whom such indemnification is or may be sought (the “Indemnitor”) of such Third Party Proceeding. Such notice shall will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Proceeding and Proceeding, the amount claimed by the third party, or if such amount is not then determinable, a reasonable estimate of the likely amount of the Third Party Claim. The failure to promptly provide such notice shall will not relieve the Company Indemnitor of any obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the CompanyIndemnitor. Thereupon, the Company shall Indemnitor will have the right, upon written notice (the "“Defence Notice"”) to the Glencore Indemnitee within 45 30 days after receipt by the Company Indemnitor of notice of the Third Party Proceeding (or sooner if such Third Party Proceeding so requires) to conduct, at its own expense, the defence of against the Third Party Proceeding in its own name or, if necessary, in the name of the Glencore Indemnitee provided that: (a) the Indemnitor acknowledges and agrees in the Defence Notice that as between the Indemnitor and the Indemnitee, it is liable to pay for all Losses arising from or relating to such Third Party Proceeding and (b) the Indemnitor provides to the Indemnitee adequate security (approved by the Indemnitee acting reasonably) from time to time in respect of such Losses. The Defence Notice will specify the counsel the Indemnitor will appoint to defend such Third Party Proceeding (the “Defence Counsel”), and the Indemnitee will have the right to approve the Defence Counsel, which approval will not be unreasonably withheld or delayed. Any Glencore Indemnitee shall will have the right to employ separate counsel in any Third Party Proceeding and/or to reasonably participate in (but not control) the defence thereof, but the fees and expenses of such counsel shall will not be included as part of any Losses incurred by the Glencore Indemnitee unless: unless (i) the Company Indemnitor failed to give the Defence Notice; , including the acknowledgement and agreement to be set out therein within the prescribed period, (ii) such Indemnitee has received an opinion of counsel, reasonably acceptable to the Indemnitor, to the effect that the interests of the Indemnitee and the Indemnitor with respect to the Third Party Proceeding are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules, or (iiiii) the employment of such counsel at the expense of the Company Indemnitor has been specifically authorized in writing by the CompanyIndemnitor. The party conducting the defence of any Third Party Proceeding shall will keep the other party reasonably apprised of all significant developments and shall will not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) unless the Company Indemnitor and the Glencore Indemnitee consent, which consent shall will not be unreasonably withheld, delayed withheld or conditioned; or (b) the settlement: (I) releases the Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) from all liabilities and obligations with respect to such Third Party Proceeding; (II) contains no admission on the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) that it violated any law or infringed the rights of any person; and (III) provides as the claimant's or plaintiff`s sole relief monetary damages (that are paid in full by the Company). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithdelayed.

Third Party Indemnification. (1) Promptly after the assertion by any third party of any proceeding Third Party Claim (a “Third Party Proceeding”) against any Glencore Indemnitee person entitled to indemnification under this Agreement (the “Indemnitee”) that results or may result in the incurrence by such Glencore Indemnitee of any Claim or Loss for which such Glencore Indemnitee would be entitled to indemnification pursuant to this Agreement (a "Third Party Proceeding")Agreement, such Glencore Indemnitee shall will promptly notify the Company party from whom such indemnification is or may be sought (the “Indemnitor”) of such Third Party Proceeding. Such notice shall will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Proceeding and Proceeding, the amount claimed by the third party, or if such amount is not then determinable, a reasonable estimate of the likely amount of the Third Party Claim. The failure to promptly provide such notice shall will not relieve the Company Indemnitor of any obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the CompanyIndemnitor. Thereupon, the Company shall Indemnitor will have the right, upon written notice (the "“Defence Notice"”) to the Glencore Indemnitee within 45 30 days after receipt by the Company Indemnitor of notice of the Third Party Proceeding (or sooner if such Third Party Proceeding so requires) to conduct, at its own expense, the defence of against the Third Party Proceeding in its own name or, if necessary, in the name of the Glencore Indemnitee. Any Glencore Indemnitee shall have the right to employ separate counsel in any Third Party Proceeding to reasonably participate in (but not control) the defence thereof, but the fees and expenses of such counsel shall not be included as part of any Losses incurred by the Glencore Indemnitee unless: (i) the Company failed to give the Defence Notice; or (ii) the employment of such counsel at the expense of the Company has been specifically authorized in writing by the Company. The party conducting the defence of any Third Party Proceeding shall keep the other party reasonably apprised of all significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) the Company and the Glencore Indemnitee consent, which consent shall not be unreasonably withheld, delayed or conditioned; or (b) the settlement: (I) releases the Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) from all liabilities and obligations with respect to such Third Party Proceeding; (II) contains no admission on the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) that it violated any law or infringed the rights of any person; and (III) provides as the claimant's or plaintiff`s sole relief monetary damages (that are paid in full by the Company). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Indemnification. (1) Promptly after the assertion by any third party of any proceeding Third Party Claim (a “Third Party Proceeding”) against any Glencore Indemnitee person entitled to indemnification under this Agreement (the “Indemnitee”) that results or may result in the incurrence by such Glencore Indemnitee of any Claim or Loss for which such Glencore Indemnitee would be entitled to indemnification pursuant to this Agreement (a "Third Party Proceeding")Agreement, such Glencore Indemnitee shall will promptly notify the Company Party from whom such indemnification is or may be sought (the “Indemnitor”) of such Third Party Proceeding. Such notice shall will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Proceeding and Proceeding, the amount claimed by of the third partyThird Party Claim, or if such amount is not then determinable, a reasonable estimate of the likely amount of the Third Party Claim. The failure to promptly provide such notice shall will not relieve the Company Indemnitor of any obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the CompanyIndemnitor. Thereupon, the Company shall Indemnitor will have the right, upon written notice (the "“Defence Notice"”) to the Glencore Indemnitee within 45 30 days after receipt by the Company Indemnitor of notice of the Third Party Proceeding (or sooner if such Third Party Proceeding so requires) to conduct, at its own expense, the defence of against the Third Party Proceeding in its own name or, if necessary, in the name of the Glencore Indemnitee provided that: (a) the Indemnitor acknowledges and agrees in the Defence Notice that as between the Indemnitor and the Indemnitee, it is liable to pay for all Losses arising from or relating to such Third Party Proceeding and (b) the Indemnitor provides to the Indemnitee adequate security (approved by the Indemnitee acting reasonably) from time to time in respect of such Losses. The Defence Notice will specify the counsel the Indemnitor will appoint to defend such Third Party Proceeding (the “Defence Counsel”), and the Indemnitee will have the right to approve the Defence Counsel, which approval will not be unreasonably withheld. Any Glencore Indemnitee shall will have the right to employ separate counsel in any Third Party Proceeding and/or to reasonably participate in (but not control) the defence thereof, but the fees and expenses of such counsel shall will not be included as part of any Losses incurred by the Glencore Indemnitee unless: unless (i) the Company Indemnitor failed to give the Defence Notice; , including the acknowledgement and agreement to be set out therein within the prescribed period, (ii) such Indemnitee has received an opinion of counsel, reasonably acceptable to the Indemnitor, to the effect that the interests of the Indemnitee and the Indemnitor with respect to the Third Party Proceeding are sufficiently adverse to prohibit the representation by the same counsel of both Parties under applicable ethical rules, or (iiiii) the employment of such counsel at the expense of the Company Indemnitor has been specifically authorized in writing by the CompanyIndemnitor. The party Party conducting the defence of any Third Party Proceeding shall will keep the other party reasonably Party apprised of all significant developments and shall will not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) unless the Company Indemnitor and the Glencore Indemnitee consent, which consent shall will not be unreasonably withheld, delayed or conditioned; or (b) the settlement: (I) releases the Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) from all liabilities and obligations with respect to such Third Party Proceeding; (II) contains no admission on the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) that it violated any law or infringed the rights of any person; and (III) provides as the claimant's or plaintiff`s sole relief monetary damages (that are paid in full by the Company). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Indemnification. Promptly after the assertion If any legal proceedings are instituted or any claim is asserted by any third party in respect of any proceeding against any Glencore Indemnitee that results which the Seller Indemnified Parties on the one hand, or the Buyer Indemnified Parties on the other hand, may result in the incurrence by such Glencore Indemnitee of any Loss for which such Glencore Indemnitee would be entitled to indemnification pursuant indemnity hereunder, the party asserting such right to this Agreement (a "Third Party Proceeding"), such Glencore Indemnitee indemnity shall promptly notify give the Company of such Third Party Proceedingparty from whom indemnity is sought written notice thereof. Such notice shall also specify with reasonable detail the factual basis for the Third Party Proceeding and the amount claimed by the third party. The failure to promptly provide A delay in giving such notice shall not only relieve the Company recipient of any the obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the Companyrecipient suffers actual prejudice because of the delay. Thereupon, the Company The party from whom indemnity is sought shall have the right, upon written notice (but not the "Defence Notice") obligation, at its option and expense with counsel of its choice, to control the Glencore Indemnitee within 45 days after receipt by defense thereof and may compromise or settle the Company of notice same without the consent of the Third Party Proceeding indemnified party (which consent will not be unreasonably withheld or delayed) provided the settlement involves only money damages; provided that (i) the party from whom indemnity is sought irrevocably acknowledges in writing full responsibility for and agrees to conductfully indemnify the party asserting such right to indemnity and (ii) the party asserting such right to indemnity shall have the right to participate, but not control, such defense, at its own expense, with counsel of its choice in connection with the defence defense of such a proceeding or claim. If the party from whom indemnity is sought does not assume control of the Third Party Proceeding in its own name ordefense of such a proceeding or claim, if necessarythe party asserting such right to indemnity shall not, in without the name prior written consent of the Glencore Indemnitee. Any Glencore Indemnitee shall have the right to employ separate counsel in any Third Party Proceeding to reasonably participate in party from whom indemnity is sought (but not control) the defence thereof, but the fees and expenses of such counsel shall not be included as part of any Losses incurred by the Glencore Indemnitee unless: (i) the Company failed to give the Defence Notice; or (ii) the employment of such counsel at the expense of the Company has been specifically authorized in writing by the Company. The party conducting the defence of any Third Party Proceeding shall keep the other party reasonably apprised of all significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) the Company and the Glencore Indemnitee consent, which consent shall not be unreasonably withheldwithheld or delayed), delayed pay, compromise or conditioned; settle any such proceeding or (b) claim. If the settlement: (I) releases party from whom indemnity is sought does assume control of the Glencore Indemnitee and its Affiliates (in defense of such a proceeding or claim, it will not, without the case prior written consent of a defence conducted the party asserting such right to indemnity, settle the proceeding or claim or consent to entry of any judgment relating thereto which does not include as an unconditional term thereof the giving by the Company) or claimant to the Company and its Affiliates (in the case of party asserting such right to indemnity a defence conducted by the Glencore Indemnitee) release from all liabilities and obligations Liability in respect of the proceeding or claim. The parties hereto agree to cooperate fully with respect to such Third Party Proceeding; (II) contains no admission on each other in connection with the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) defense, negotiation or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) that it violated any law or infringed the rights settlement of any person; and (III) provides as the claimant's such proceeding or plaintiff`s sole relief monetary damages (that are paid in full by the Company). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithclaim.

Third Party Indemnification. Promptly after the assertion by any third party of any proceeding Third Party Claim (a “Third Party Proceeding”) against any Glencore Indemnitee person entitled to indemnification under this Agreement (the “Indemnitee”) that results or may result in the incurrence by such Glencore Indemnitee of any Loss Claims for which such Glencore Indemnitee would be entitled to indemnification pursuant to this Agreement (a "Third Party Proceeding")Agreement, such Glencore Indemnitee shall will promptly notify the Company party from whom such indemnification is or may be sought (the “Indemnitor”) of such Third Party Proceeding. Such notice shall will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Proceeding and Proceeding, the amount claimed by of the third partyThird Party Claim, or if such amount is not then determinable, a reasonable estimate of the likely amount of the Third Party Claim. The failure to promptly provide such notice shall will not relieve the Company Indemnitor of any obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the CompanyIndemnitor. Thereupon, the Company shall Indemnitor will have the right, upon written notice (the "“Defence Notice"”) to the Glencore Indemnitee within 45 30 days after receipt by the Company Indemnitor of notice of the Third Party Proceeding (or sooner if such Third Party Proceeding so requires) to conduct, at its own expense, the defence of against the Third Party Proceeding in its own name or, if necessary, in the name of the Glencore Indemnitee provided that: (a) the Indemnitor acknowledges and agrees in the Defence Notice that as between the Indemnitor and the Indemnitee, it is liable to pay for all Claims arising from or relating to such Third Party Proceeding and (b) the Indemnitor provides to the Indemnitee adequate security (approved by the Indemnitee acting reasonably) from time to time in respect of such Claims. The Defence Notice will specify the counsel the Indemnitor will appoint to defend such Third Party Proceeding (the “Defence Counsel”), and the Indemnitee will have the right to approve the Defence Counsel, which approval will not be unreasonably withheld. Any Glencore Indemnitee shall will have the right to employ separate counsel in any Third Party Proceeding and/or to reasonably participate in (but not control) the defence thereof, but the fees and expenses of such counsel shall will not be included as part of any Losses Claims incurred by the Glencore Indemnitee unless: unless (i) the Company Indemnitor failed to give the Defence Notice; , including the acknowledgement and agreement to be set out therein within the prescribed period, (ii) such Indemnitee has received an opinion of counsel, reasonably acceptable to the Indemnitor, to the effect that the interests of the Indemnitee and the Indemnitor with respect to the Third Party Proceeding are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules, or (iiiii) the employment of such counsel at the expense of the Company Indemnitor has been specifically authorized in writing by the CompanyIndemnitor. The party conducting the defence of any Third Party Proceeding shall will keep the other party reasonably apprised of all significant developments and shall will not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) unless the Company Indemnitor and the Glencore Indemnitee consent, which consent shall will not be unreasonably withheld, delayed or conditioned; or (b) the settlement: (I) releases the Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) from all liabilities and obligations with respect to such Third Party Proceeding; (II) contains no admission on the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) that it violated any law or infringed the rights of any person; and (III) provides as the claimant's or plaintiff`s sole relief monetary damages (that are paid in full by the Company). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Indemnification. Promptly after (a) In the assertion event that any Claim --------------------------------------- for which the Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against an Indemnified Party by any a third party of any proceeding against any Glencore Indemnitee that results or may result in the incurrence by such Glencore Indemnitee of any Loss for which such Glencore Indemnitee would be entitled to indemnification pursuant to this Agreement (a "Third Party ProceedingClaim"), such Glencore Indemnitee the Indemnified Party shall promptly deliver a Claim Notice to the Indemnifying Party. The Indemnifying Party shall have twenty (20) days from the date of delivery of the Claim Notice to notify the Company of Indemnified Party whether the Indemnifying Party disputes liability to the Indemnified Party hereunder with respect to the Third Party Claim, and, if so, the basis for such a dispute. In the event that the Indemnifying Party timely notifies the Indemnified Party that the Indemnifying Party does not dispute the Indemnifying Party's obligation to indemnify with respect to the Third Party Claim, the Indemnifying Party shall defend the Indemnified Party against such Third Party Proceeding. Such notice shall also specify with reasonable detail Claim by appropriate proceedings, provided that, unless the factual basis for the Third Indemnified Party Proceeding and the amount claimed by the third party. The failure to promptly provide such notice shall not relieve the Company of any obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the Company. Thereuponotherwise agrees in -------- writing, the Company shall have the right, upon written notice (the "Defence Notice") to the Glencore Indemnitee within 45 days after receipt by the Company of notice of the Third Indemnifying Party Proceeding to conduct, at its own expense, the defence of the Third Party Proceeding in its own name or, if necessary, in the name of the Glencore Indemnitee. Any Glencore Indemnitee shall have the right to employ separate counsel in may not settle any Third Party Proceeding Claim (in whole or in part) if such settlement does not include a complete and unconditional release of the Indemnified Party. If the Indemnified Party desires to reasonably participate in (in, but not control) , any such defense or settlement the defence thereofIndemnified Party may do so at its sole cost and expense. If the Indemnifying Party elects not to assume control of the defense on behalf of the Indemnified Party against a Third Party Claim, but whether by failure of such party to give the fees Indemnified Party timely notice as provided herein or otherwise, then the Indemnified Party, without waiving any rights against such party, may settle or defend against such Third Party Claim and the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of any settlement or judgment and, on an ongoing basis, all indemnifiable costs and expenses of the Indemnified Party with respect thereto, including interest from the date such counsel costs and expenses were incurred, provided that any settlement shall not be included as part of any Losses incurred by require the Glencore Indemnitee unless: (i) the Company failed to give the Defence Notice; or (ii) the employment of such counsel at the expense consent of the Company has been specifically authorized in writing by the Company. The party conducting the defence of any Third Party Proceeding shall keep the other party reasonably apprised of all significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) the Company and the Glencore Indemnitee consentIndemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned; or (b) the settlement: (I) releases the Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) from all liabilities and obligations with respect to such Third Party Proceeding; (II) contains no admission on the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) that it violated any law or infringed the rights of any person; and (III) provides as the claimant's or plaintiff`s sole relief monetary damages (that are paid in full by the Company). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Indemnification. Promptly after the assertion by any third party of any proceeding Third Party Claim (a “Third Party Proceeding”) against any Glencore Indemnitee person entitled to indemnification under this Agreement (the “Indemnitee”) that results or may result in the incurrence by such Glencore Indemnitee of any Claim or Loss for which such Glencore Indemnitee would be entitled to indemnification pursuant to this Agreement (a "Third Party Proceeding")Agreement, such Glencore Indemnitee shall will promptly notify the Company party from whom such indemnification is or may be sought (the “Indemnitor”) of such Third Party Proceeding. Such notice shall will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Proceeding and Proceeding, the amount claimed by the third party, or if such amount is not then determinable, a reasonable estimate of the likely amount of the Third Party Claim. The failure to promptly provide such notice shall will not relieve the Company Indemnitor of any obligation to indemnify the Glencore Indemnitee, except to the extent such failure prejudices the CompanyIndemnitor. ThereuponXxxxxxxxx, the Company shall Indemnitor will have the right, upon written notice (the "“Defence Notice"”) to the Glencore Indemnitee within 45 30 days after receipt by the Company Indemnitor of notice of the Third Party Proceeding (or sooner if such Third Party Proceeding so requires) to conduct, at its own expense, the defence of against the Third Party Proceeding in its own name or, if necessary, in the name of the Glencore Indemnitee provided that the Indemnitor acknowledges and agrees in the Defence Notice that as between the Indemnitor and the Indemnitee, it is liable to pay for all Losses arising from or relating to such Third Party Proceeding. The Defence Notice will specify the counsel the Indemnitor will appoint to defend such Third Party Proceeding (the “Defence Counsel”), and the Indemnitee will have the right to approve the Defence Counsel, which approval will not be unreasonably withheld. Any Glencore Indemnitee shall will have the right to employ separate counsel in any Third Party Proceeding and/or to reasonably participate in (but not control) the defence thereof, but the fees and expenses of such counsel shall will not be included as part of any Losses incurred by the Glencore Indemnitee unless: (i) the Company Indemnitor failed to give the Defence Notice, including the acknowledgement to be set out therein within the prescribed period; (ii) such Indemnitee has received an opinion of counsel, reasonably acceptable to the Indemnitor, to the effect that the interests of the Indemnitee and the Indemnitor with respect to the Third Party Proceeding are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules; or (iiiii) the employment of such counsel at the expense of the Company Indemnitor has been specifically authorized in writing by the CompanyIndemnitor. The party conducting the defence of any Third Party Proceeding shall will keep the other party reasonably apprised of all significant developments and shall will not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless: (a) unless the Company Indemnitor and the Glencore Indemnitee consent, which consent shall will not be unreasonably withheld, delayed or conditioned; or (b) the settlement: (I) releases the Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) from all liabilities and obligations with respect to such Third Party Proceeding; (II) contains no admission on the part of Glencore Indemnitee and its Affiliates (in the case of a defence conducted by the Company) or the Company and its Affiliates (in the case of a defence conducted by the Glencore Indemnitee) that it violated any law or infringed the rights of any person; and (III) provides as the claimant's or plaintiff`s sole relief monetary damages (that are paid in full by the Company). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.