Common use of COMPENSATION PROCEDURES Clause in Contracts

COMPENSATION PROCEDURES. (a) In the event that Purchaser becomes aware of any breach of a warranty, covenant or agreement of Seller contained in this Agreement (other than Seller’s indemnity contained in paragraph 1 of Exhibit 6 (Taxation) in respect of which the provisions in Exhibit 6 (Taxation) shall apply) that may result in a claim being made by Purchaser under this Agreement, Purchaser shall promptly (and in any event within fifteen (15) Business Days, provided that delay in notice shall only relieve Seller of any liability to the extent the liability is increased) notify Seller of such breach in writing, describe its claim in reasonable detail and provide relevant information in its possession in relation to such claim to Seller in order to enable Seller to review and assess whether a breach has occurred and, to the extent then feasible, set forth the estimated amount of such claim (including, to the extent possible, its calculation of the Loss thereby alleged to have been suffered by it). Seller shall have the right to remedy the breach within sixty (60) days following such notice, and Purchaser shall reasonably cooperate with and assist Seller in such remedy. Any applicable limitation period arising pursuant to this Agreement shall be suspended during such sixty (60)-day period. (b) In the event that any action, claim, demand or proceeding that may result in a claim being made by Purchaser under this Agreement is asserted or announced by any third party (including any Governmental Entity) against Purchaser or any Purchaser Affiliate (other than Seller’s indemnity contained in paragraph 1 of Exhibit 6 (Taxation) in respect of which the provisions in Exhibit 6 (Taxation) shall apply) (a "Third Party Claim"), Purchaser agrees, and shall cause all Purchaser Affiliates, (i) as soon as practicable upon becoming aware (and in any event within fifteen (15) Business Days, provided that delay in notice shall only relieve Seller of any liability to the extent the liability is increased or Seller is prejudiced in its ability to defend the Third Party Claim) to notify Seller by written notice of such Third Party Claim, (ii) to permit Seller and Seller's Representatives to participate in all meetings, discussions and correspondence with the third party, (iii) to promptly provide Seller with copies of any correspondence received from or sent to any third party in connection with the Third Party Claim, (including any questions or information requests by any competent court or authority), (iv) to provide Seller access, upon reasonable advance notice and during normal business hours, to all relevant books and records, other information, premises and personnel and (v) not to provide the third party with information, nor to acknowledge or settle the Third Party Claim, nor to agree to any allegations or findings of the relevant third party or otherwise to concede any fact or circumstance without Seller's prior written consent (such consent not to be unreasonably withheld). (c) In addition, subject to Purchaser being indemnified by Seller against any reasonable costs, losses and expenses (i) incurred by Purchaser prior to the Seller assuming conduct of any claim pursuant to this Section 11.6(c) and (ii) which are subsequently incurred by Purchaser as a result of any act or omission of Seller in relation to the liability or alleged liability to the third party asserting such claim. Seller shall have the right, at any time during the proceedings, to assume the control of the defence of the Third Party Claim. In such case, Seller may defend the claim by all appropriate actions and shall have the sole power to direct and control such defence. In particular, (i) Seller may appoint and instruct counsel (who shall be empowered by Purchaser or the relevant Sale Company by such documents as reasonably requested by Seller) and (ii) Purchaser agrees, and shall cause each Sale Company, to litigate or settle the Third Party Claim in accordance with Seller's instructions and to comply with any other directions of Seller in relation to the defence of the Third Party Claim. Purchaser shall, and shall cause each Sale Company to, provide such assistance as Seller may reasonably require in the defence of any Third Party Claim. (d) Seller shall not be liable for a claim to the extent that a Loss in connection with such claim arises or is increased as a result of the failure by Purchaser to comply with its obligations under Section ‎11.6(b) or ‎11.6(c). (e) No action by Seller or Seller's Representatives in connection with the defence of any Third Party Claim shall be construed as an acknowledgement (whether express or implied) of Purchaser's claim under this Agreement or of any underlying facts related to such claim. (f) Seller and Purchaser shall ensure that any information exchanged under or in connection with this Section 11.6 shall only be used by the respective other Party for the purpose of this Agreement and is kept confidential with respect to all other purposes in accordance with the terms of this Agreement. (g) To the extent that any information exchanged under or in connection with this Section 11.6 is privileged: (i) no privilege shall be waived by reason of or as a result of its being exchanged under or in connection with this Section 11.6; and (ii) if a third party requests disclosure by the recipient of that information, the recipient shall or, if the recipient is an Affiliate of a Party, the relevant Party shall procure that the recipient shall, promptly notify the provider of the information and, to the extent it can do so, itself assert privilege in opposition to that disclosure request.

COMPENSATION PROCEDURES. Any Party (a"the Indemnified Party") In seeking indemnification within the claim period pursuant to Article 9 shall give written notice (a “notice of claim”) to the Party or Parties providing indemnification ("the Indemnifying Party") immediately upon becoming aware of the event that Purchaser becomes aware for which the indemnification is sought, specifying the event or matter which such Indemnified Party believes has given rise, or could reasonably be expected to give rise to a right of indemnification under this Article 9 (including any breach pending or threatened claim or action by a third party including any governmental authority against the Indemnified Party or the Company, and such claim or action shall be referred to as a “Third Party Claim”), and give the nature of a warrantythe claims in as much reasonable details as practicable, covenant or agreement the facts and circumstances relating to the subject matter of Seller contained in such claim, and the specific provisions of this Agreement (other than Seller’s indemnity contained in paragraph 1 as the basis for such claim or giving rise to such right of Exhibit 6 (Taxation) in respect indemnification. Provided, however, that failure to give such notice shall not relieve the Indemnifying Party from any of which the provisions in Exhibit 6 (Taxation) shall apply) that may result in a claim being made by Purchaser its obligations under this Agreement, Purchaser shall promptly (and in any event within fifteen (15) Business Days, provided that delay in notice shall only relieve Seller of any liability Article 9.3 except to the extent that the liability Indemnifying Party is increased) notify Seller of prejudiced by such breach in writing, describe its claim in reasonable detail and provide relevant information in its possession in relation to such claim to Seller in order to enable Seller to review and assess whether a breach has occurred and, to the extent then feasible, set forth the estimated amount of such claim (including, to the extent possible, its calculation of the Loss thereby alleged to have been suffered by it)failure. Seller shall have the right to remedy the breach within sixty (60) days following such notice, and Purchaser shall reasonably cooperate with and assist Seller in such remedy. Any applicable limitation period arising pursuant to this Agreement shall be suspended during such sixty (60)-day period. (b) In the event that any action, claim, demand or proceeding that may result in a claim being made by Purchaser under this Agreement is asserted or announced by any third party (including any Governmental Entity) against Purchaser or any Purchaser Affiliate (other than Seller’s indemnity contained in paragraph 1 of Exhibit 6 (Taxation) in respect of which any recovery or indemnification claimed by an Indemnified Party from the provisions in Exhibit 6 (Taxation) shall apply) (Indemnifying Party that does not involve a "Third Party Claim"), Purchaser agrees, and shall cause all Purchaser Affiliates, (i) as soon as practicable upon becoming aware (and in any event within fifteen (15) Business Days, provided that delay in notice shall only relieve Seller of any liability to the extent the liability is increased or Seller is prejudiced in its ability to defend the Third Party Claim) to notify Seller by written notice of such Third Party Claim, (ii) the Indemnifying Party shall be deemed to permit Seller have accepted and Seller's Representatives to participate in all meetings, discussions and correspondence agreed with such claim if it does not notify the third party, (iii) to promptly provide Seller with copies of any correspondence received from or sent to any third party in connection with the Third Indemnified Party Claim, (including any questions or information requests by any competent court or authority), (iv) to provide Seller access, upon reasonable advance notice and during normal business hours, to all relevant books and records, other information, premises and personnel and (v) not to provide the third party with information, nor to acknowledge or settle the Third Party Claim, nor to agree to any allegations or findings of the relevant third party or otherwise objection to concede any fact or circumstance without Seller's prior written consent such claim within thirty (such consent not to be unreasonably withheld). (c30) In addition, subject to Purchaser being indemnified by Seller against any reasonable costs, losses and expenses (i) incurred by Purchaser prior to days after receipt of the Seller assuming conduct notice of any claim pursuant to this Section 11.6(c) and (ii) which are subsequently incurred by Purchaser as a result of any act or omission of Seller in relation to the liability or alleged liability to the third party asserting such claim. Seller shall have If the right, at any time during the proceedings, to assume the control of the defence of the Third Indemnifying Party Claim. In such case, Seller may defend has disputed the claim by all appropriate actions delivery of a notice of dissent to the Indemnified Party within thirty (30) days of the receipt of the notice of claim, the Indemnifying Party and the Indemnified Party shall have resolve the sole power to direct and control such defence. In particular, (i) Seller may appoint and instruct counsel (who shall be empowered by Purchaser or the relevant Sale Company by such documents as reasonably requested by Seller) and (ii) Purchaser agrees, and shall cause each Sale Company, to litigate or settle the Third Party Claim dispute in accordance with Seller's instructions and to comply with any other directions of Seller in relation to the defence of the Third Party Claim. Purchaser shall, and shall cause each Sale Company to, provide such assistance as Seller may reasonably require in the defence of any Third Party ClaimArticle 10.4. (d) Seller shall not be liable for a claim to the extent that a Loss in connection with such claim arises or is increased as a result of the failure by Purchaser to comply with its obligations under Section ‎11.6(b) or ‎11.6(c). (e) No action by Seller or Seller's Representatives in connection with the defence of any Third Party Claim shall be construed as an acknowledgement (whether express or implied) of Purchaser's claim under this Agreement or of any underlying facts related to such claim. (f) Seller and Purchaser shall ensure that any information exchanged under or in connection with this Section 11.6 shall only be used by the respective other Party for the purpose of this Agreement and is kept confidential with respect to all other purposes in accordance with the terms of this Agreement. (g) To the extent that any information exchanged under or in connection with this Section 11.6 is privileged: (i) no privilege shall be waived by reason of or as a result of its being exchanged under or in connection with this Section 11.6; and (ii) if a third party requests disclosure by the recipient of that information, the recipient shall or, if the recipient is an Affiliate of a Party, the relevant Party shall procure that the recipient shall, promptly notify the provider of the information and, to the extent it can do so, itself assert privilege in opposition to that disclosure request.

COMPENSATION PROCEDURES. (a) In the event that Purchaser becomes aware of any breach of a warranty, covenant or agreement of Seller Sellers contained in this Agreement (other than Seller’s indemnity contained in paragraph 1 of Exhibit 6 (Taxation) in respect of which the provisions in Exhibit 6 (Taxation) shall apply) that may result in a claim being made by Purchaser under this Agreement, Purchaser shall promptly (and in any event within fifteen ten (1510) Business Days, provided that delay in notice shall only relieve Seller of any liability to the extent the liability is increased) notify Seller Sellers of such breach in writing, describe its claim Claim in reasonable detail and provide relevant all appropriate information in its possession in relation to such claim to Seller Sellers in order to enable Seller Sellers to review and assess whether a breach has occurred and, to the extent then feasible, set forth the estimated amount of such claim Claim (including, to the extent possible, its calculation of the Loss thereby alleged to have been suffered by it). Seller Sellers shall have the right to remedy the breach within sixty forty-five (6045) days following such notice, and Purchaser shall reasonably cooperate with and assist Seller Sellers in such remedy. Any applicable limitation period arising pursuant The liability of Sellers in respect of any Claim of Purchaser shall terminate if (i) within six months of the service to this Agreement shall be suspended during Sellers of Purchaser’s first written notice a statement of claim is not filed with SIAC in accordance with Section 14.9, or (ii) once commenced, such sixty (60)-day periodan action is not progressed by Purchaser as quickly as reasonably practicable. (b) In the event that any action, claim, demand or proceeding that with respect to which Sellers may result in a claim being made by Purchaser be liable under this Agreement is asserted or announced by any third party (including any Governmental Entity) against Purchaser or any Purchaser Affiliate (other than Seller’s indemnity contained in paragraph 1 of Exhibit 6 (Taxation) in respect of which the provisions in Exhibit 6 (Taxation) shall apply) (a "Third Party Claim"), Purchaser agrees, and shall cause all Purchaser Affiliates, (i) as soon as practicable upon becoming aware (and in any event within fifteen ten (1510) Business Days, provided that delay in notice shall only relieve Seller of any liability to the extent the liability is increased or Seller is prejudiced in its ability to defend the Third Party Claim) to notify Seller Sellers by written notice of such Third Party Claim, (ii) to permit Seller Sellers and Seller's Sellers’ Representatives to participate in all meetings, discussions and correspondence with the third party, (iii) to promptly provide Seller Sellers with copies of any correspondence received from or sent to any third party in connection with the Third Party Claim, (including any questions or information requests by any competent court or authority), (iv) to provide Seller Sellers access, upon reasonable advance notice and during normal business hours, to all relevant books and records, other information, premises and personnel and (v) not to provide the third party with information, nor to acknowledge or settle the Third Party Claim, nor to agree to any allegations or findings of the relevant third party or otherwise to concede any fact or circumstance without Seller's Sellers’ prior written consent (such consent not to be unreasonably withheld)consent. (c) In addition, subject to Purchaser or the relevant Purchaser Affiliate being indemnified by Seller Sellers against any reasonable costs, losses and expenses (i) incurred by Purchaser or the relevant Purchaser Affiliate prior to the Seller Sellers assuming conduct of any claim pursuant to this Section 11.6(c10.5(c) and (ii) which are subsequently incurred by Purchaser or the relevant Purchaser Affiliate as a result of any act or omission of Seller Sellers in relation to the liability or alleged liability to the third party asserting such claim. Seller , Sellers shall have the right, at any time during the proceedings, to assume the control of the defence of the Third Party Claim. In such case, Seller Sellers may defend the claim by all appropriate actions and shall have the sole power to direct and control such defence. In particular, (i) Seller Sellers may appoint and instruct counsel (who shall be empowered by Purchaser or the relevant Sale Company Purchaser Affiliate by such documents as reasonably requested by SellerSellers) and (ii) Purchaser agrees, and shall cause each Sale CompanyPurchaser Affiliate, to litigate or settle *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. 55 (d) To the extent that Sellers are finally and bindingly determined by an arbitral tribunal constituted pursuant to Section 14.9(c) to be in breach of a warranty, covenant or agreement, all costs and expenses incurred by Sellers in defending the Third Party Claim shall be borne by Sellers. If Sellers are not finally and bindingly determined by an arbitral tribunal constituted pursuant to Section 14.9(c) to be in accordance breach, any costs and expenses reasonably incurred by Sellers in connection with Seller's instructions and to comply with any other directions of Seller in relation to the defence shall be borne by Purchaser (including advisors’ fees and internal costs of its staff). For the Third Party Claim. avoidance of doubt, if Sellers are not in breach, Purchaser shall, and shall cause each Sale Company to, provide such assistance as Seller may reasonably require in the defence of any Third Party Claim. (d) Seller shall not be liable for a claim to the extent that a Loss its own costs and expenses and Sellers shall have no liability in connection with such claim arises or is increased as a result of the failure by Purchaser to comply with its obligations under Section ‎11.6(b) or ‎11.6(c)respect thereof. (e) Purchaser’s failure to comply with any of its obligations under this Section 10.5 shall release Sellers from their respective compensation obligation hereunder. (f) No action by Seller Sellers or Seller's Sellers’ Representatives in connection with the defence of any Third Party Claim shall be construed as an acknowledgement (whether express or implied) of Purchaser's ’s claim under this Agreement or of any underlying facts related to such claim. (fg) Seller Sellers and Purchaser shall ensure that any information exchanged under or in connection with this Section 11.6 10.5 shall only be used by the respective other Party for the purpose of this Agreement and is kept confidential with respect to all other purposes in accordance with the terms of this Agreementpurposes. (gh) To the extent that any information exchanged under or in connection with this Section 11.6 10.5 is privileged: (i) no privilege shall be waived by reason of or as a result of its being exchanged under or in connection with this Section 11.610.5; and (ii) if a third party requests disclosure by the recipient of that information, the recipient shall or, if the recipient is an Affiliate of a Party, the relevant Party shall procure that the recipient shall, promptly notify the provider of the information and, to the extent it can do so, itself assert privilege in opposition to that disclosure request.