Common use of Conduct of Litigation Clause in Contracts

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each Party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim, or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof to the amount Party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying Party of any of its obligations hereunder except to the extent the indemnifying Party is prejudiced by such failure; b) The indemnifying Party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying Party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified Party against whom such claim is asserted, as soon as knownor who shall be the defendant in such action, and such indemnified Party shall bear all fees and expenses of any additional counsel retained by it; c) Notwithstanding the facts constituting immediately preceding paragraph, if the basis for named parties in such claim. The Indemnified action (including impleaded parties) include the indemnified and the indemnifying Parties, and the indemnified Party has been advised by counsel that there may be a conflict between the positions of the indemnifying Party and the indemnified Party in conducting the defense of such action, or that there are legal defenses available to such indemnified Party different from or in addition to those available to the indemnifying Party, then the indemnified Party shall be under entitled, at its election, to conduct such separate defense as is necessary to protect its own interests, at its own expense, if it is determined by agreement of the indemnifying Party and the indemnified Party or by a duty court of competent jurisdiction that the indemnified Party is entitled to take commercially indemnification hereunder for the Indemnified Amounts giving rise to such action; d) If the indemnifying Party shall elect not to assume the defense of such claim or action, such indemnifying Party shall reimburse such indemnified Party for the reasonable efforts to mitigate the losses relating to fees and expenses of any such claimcounsel retained by it, and any losses incurred shall be bound by the results obtained by the indemnified Party in respect of such commercially reasonable mitigation efforts shall constitute losses for purposes claim or action if it is determined by agreement of this Article VI. (b) Without limiting the generality indemnifying Party and the indemnified Party or by a court of Section 6.5 (a) hereof, in competent jurisdiction that the event of a claim for indemnified Party is entitled to indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified indemnifying Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (aA) Subject to As soon as reasonably practicable after the limitations set forth in Section 6.6 hereofPurchaser or any member of the Purchaser's Group receives or otherwise becomes actually aware of any assessment, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from action or in connection with any claim or legal proceeding demand by a third party (not being the Vendor or a “member of the Vendor's Group) (a "THIRD PARTY CLAIM") which is reasonably likely to give rise to any claim in respect of any of the Warranties or pursuant to PARAGRAPH 16 of SCHEDULE 8, the Purchaser shall notify the Vendor in writing of such Third Party Claim”). Such notice shall include such details of the Third Party Claim of which the Purchaser or any member of the Purchaser's Group is actually aware (including the quantum of the Third Party Claim, if known, and whether the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or is reasonably likely to be) an Insured Third Party Claim (as defined in SUB-PARAGRAPH (G) below)) and which the Company Purchaser, acting reasonably, considers relevant in order for the Vendor to evaluate the Third Party Claim and whether such Third Party Claim prima facie gives rise to a claim in respect of any of the Warranties or pursuant to paragraph 16 of Schedule 8. Any failure by the Purchaser to comply with this SUB-PARAGRAPH (A) shall not, for the avoidance of doubt, of itself prevent the Purchaser or the relevant Designated Purchaser from bringing a Warranty claim but none of the Vendor, the Share Sellers, the US Business Seller or the IP Asset Sellers shall be liable to the Purchaser or the relevant Designated Purchaser in respect of such Warranty claim to the extent that the amount of it is increased, or not reduced, as a result of such failure. (B) Subject to the provisions of PARAGRAPH (C) below, the Purchaser shall, and shall procure that any relevant member of the Purchaser's Group shall, take such action as is 128 reasonable in order to avoid, dispute, resist, mitigate or defend the Third Party Claim (and any related action) with reasonable diligence. With respect to the conduct of a Third Party Claim by the Purchaser, the Purchaser undertakes that: (i) it shall notify the Vendor in writing of the legal counsel which the Purchaser or the relevant member of the Purchaser's Group proposes to instruct with respect to the Third Party Claim and such legal counsel shall be entitled to act in relation thereto (a) unless the Vendor reasonably objects in writing thereto within five Business Days of receipt by the Vendor of written notification of the identity of such legal counsel from the Purchaser or the relevant member of the Purchaser's Group and (b) if such legal counsel and the Purchaser or the relevant member of the Purchaser's Group agree with the Vendor in writing that, if the Vendor exercises its rights to assume conduct of the Third Party Claim under SUB-PARAGRAPH (C) below, the legal counsel will (if so requested by the Vendor) continue to act in relation to the Third Party Claim on the instruction of the Vendor; (ii) in response to reasonable requests from the Vendor from time to time, it or the relevant member of the Purchaser's Group shall keep the Vendor informed of the progress of the Third Party Claim; (iii) it or the relevant member of the Purchaser's Group shall provide the Vendor with copies of such documentation relating to the Third Party Claim as the case Vendor may bereasonably request at the cost of the Vendor; (iv) it or the relevant member of the Purchaser's Group shall not give the Vendor such opportunities as the Vendor may reasonably request to make admission written or reasonable oral representations regarding the conduct of liabilitythe Third Party Claim; (v) it or the relevant member of the Purchaser's Group shall give the Vendor written notice, agreementof such period as is reasonable in the context of the Third Party Claim, the proposal and the circumstances in which it is made, of any proposal to settle or consent to the entry of any judgment in respect of the Third Party Claim, such notice to include reasonable details of the proposed settlement or compromise consent to the entry of judgment; and (vi) neither it nor the relevant member of the Purchaser's Group shall settle or consent to the entry of any judgment in respect of the Third Party Claim during the period set out in SUB-PARAGRAPH (B)(v) without the prior written consent of the Indemnifying PartyVendor. (C) At any time following the receipt by the Vendor of any notice of a Third Party Claim under SUB-PARAGRAPH (A) above and prior to the settlement, which consent to the entry of judgment of, or non-appealable decision of a court of competent jurisdiction in respect of, such Third Party Claim, the Vendor shall be entitled, on written notice to the Purchaser and subject to the provisions of SUB-PARAGRAPHS (D) and (G) below, to assume conduct of the Third Party Claim in the name of the Purchaser or the appropriate member of the Purchaser's Group; EXCEPT that the Vendor shall not be unreasonably withheld. The Indemnifying Party may entitled to assume the defence conduct of any Third Party Claim which is a criminal action or proceeding. For the avoidance of doubt, the Vendor shall be entitled to assume conduct of any non-criminal action or proceeding (pursuant and subject to the provisions of this SUB-PARAGRAPH (C)) which arises out of the same facts and circumstances as a criminal action or proceeding. (D) The Vendor shall not be entitled to assume conduct of any Third Party Claim in the name of the Purchaser, any other member of the Purchaser's Group or otherwise unless the Vendor first (i) admits irrevocably and unconditionally (subject to the relevant provisions of SCHEDULE 7 (Limitations on Liability)) to the Purchaser in writing and in a legally binding manner its liability under the Warranties in relation thereto, and (ii) undertakes in a deed to the Purchaser that it will indemnify the Purchaser and each other member of the Purchaser's Group against all liabilities, costs, damages or expenses incurred by any member of the Purchaser's Group (whether prior to, on or after the date of such deed) in respect of such Third Party Claim or the conduct thereof; PROVIDED that the limitations set out in SUB-PARAGRAPHS 1(A) and 1(B) of this SCHEDULE 7 and PARAGRAPH 6 of this SCHEDULE 7 shall apply to any liability of the Vendor under this SUB-PARAGRAPH (D)(ii) as if such liability were a Warranty claim for the purposes of those paragraphs. (E) Where the Vendor assumes the conduct of a Third Party Claim pursuant to the provisions of SUB-PARAGRAPH (C) above: (i) the Purchaser undertakes that: (a) neither it nor any other member of the Purchaser's Group shall make any admission of liability, agreement or settlement with any third party, or consent to the entry of judgment, in relation to the Third Party Claim; (b) it shall give, or cause to be given by the relevant members of the Purchaser's Group, to the Vendor all such assistance as the Vendor may reasonably require in avoiding, disputing, resisting, mitigating or defending the Third Party Claim, providedincluding, howeverwithout limitation, such access to the books and records of any member of the Purchaser's Group, and to the premises and employees and professional advisors of the Purchaser's Group, during Working Hours and on reasonable advance notice, as the Vendor may reasonably require; and (c) it shall, and shall procure that each other member of the Purchaser's Group shall, pass to the Vendor copies of all notices or other documents received by the Purchaser or any member of the Purchaser's Group in relation to the Third Party Claim, in each case as soon as reasonably practicable after receipt by the Purchaser or relevant member of the Purchasers' Group thereof; (ii) the Vendor undertakes that: (a) if it decides not to instruct the same legal counsel as instructed by the Purchaser with respect to the Third Party Claim (if any), it or the relevant member of the Vendor's Group shall notify the Purchaser in writing of the legal counsel which the Vendor proposes to instruct with respect to the Third Party Claim and such legal counsel shall be entitled to act in relation thereto (x) unless the Purchaser reasonably objects in writing thereto within five Business Days of receipt by the Purchaser of written notification of the identity of such legal counsel from the Vendor or the relevant member of the Vendor's Group and (y) if such legal counsel and the Vendor or the relevant member of the Vendor's Group agree with the Purchaser in writing that, if the Purchaser exercises its rights under SUB-PARAGRAPH (F) below, the legal counsel will (if so requested by the Purchaser) continue to act in relation to the Third Party Claim on the instruction of the Purchaser; (b) in response to reasonable requests from the Purchaser from time to time, it or the relevant member of the Vendor's Group shall keep the Purchaser informed of the progress of the Third Party Claim; (c) it or the relevant member of the Vendor's Group shall provide the Purchaser with copies of such documentation relating to the Third Party Claim as the Purchaser may reasonably request; (d) it or the relevant member of the Vendor's Group shall give the Purchaser such opportunities as the Purchaser may reasonably request to make written or reasonable oral representations regarding the conduct of the Third Party Claim; (e) neither it nor any relevant member of the Vendor's Group shall take, permit or omit, or procure the taking, permitting or omission of, any step or action in relation to any Third Party Claim to the extent that (i) the Vendor in good faith and acting reasonably considers, or (ii) the Purchaser can demonstrate to the Vendor (acting reasonably and in good faith), in each case, that no the taking, permitting or omission of the relevant step or action is reasonably likely to have an adverse effect on any trading relationship or the goodwill of any relevant member of the Purchaser's Group or the US Business which would, in either case, be material to the Transferring Business; (f) without prejudice to the provisions of SUB-PARAGRAPH (E)(iii), it or the relevant member of the Vendor's Group shall give the Purchaser written notice, of such period as is reasonable in the context of the Third Party Claim, the proposal and the circumstances in which it is made, of any proposal to settle or consent to the entry of judgment in respect of the Third Party Claim, such notice to include reasonable details of the proposed settlement or consent to the entry of judgment; and (g) without prejudice to the provisions of SUB-PARAGRAPH E (iii), neither it nor the relevant member of the Vendor's Group shall be made settle or consent to the entry of judgment in respect of the Third Party Claim during the period set out in SUB-PARAGRAPH (E)(ii)(f) without the prior written consent of the Indemnified Party, which consent Purchaser. (iii) the Vendor shall not be unreasonably withheld. If an Indemnifying Party assumes entitled to settle or consent to the defence entry of any judgment in respect of the Third Party Claim unless: (a) such settlement or judgment provides for settlement or relief solely in the form of monetary payment; or (b) if the settlement or judgment is not of the type described in SUB-PARAGRAPH (E)(iii)(a) above, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) and, for the purposes of this PARAGRAPH E(iii)(b), it will be reasonable for the Purchaser to withhold or delay its consent to a settlement or judgment if such settlement or judgment is reasonably likely to have an adverse effect on any trading relationship or the goodwill of the relevant member of the Purchaser's Group or the US Business which adverse effect would be, in either case, material to the Transferring Business. (F) Notwithstanding the provisions of SUB-PARAGRAPHS (C), (D) and (E) above, the Purchaser shall be entitled to take control of any Third Party Claim the conduct of which has been assumed by the Vendor in accordance with SUB-PARAGRAPH (C) above at any time after such assumption and prior to the settlement, consent to the entry of judgment of, or non-appealable decision of a court of competent jurisdiction in respect of, such Third Party Claim provided that the Purchaser: (i) first waives irrevocably and unconditionally in writing and in a legally binding manner any and all claims which it, or related legal proceedingany other member of the Purchaser's Group, may have against the Vendor or any other member of the Vendor's Group (other than, in respect of insurance matters, the Indemnifying Captive Insurer) in respect of such Third Party shall be entitled to select counsel and take all steps necessary in the settlement Claim under this Agreement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Specified Agreements; and (ii) undertakes in a deed that it will indemnify the Vendor and the relevant members of the Vendor's Group (other than, in respect of insurance matters, the Captive Insurer) against all liabilities, costs, damages or expenses incurred (whether prior to or after the date of such deed) by any member of the Vendor's Group (other than, in respect of insurance matters, the Captive Insurer) in respect of such Third Party assumes Claim (including, for the defence avoidance of doubt, the costs and expenses incurred by the Vendor or any other member of the Vendor's Group (other than, in respect of insurance matters, the Captive Insurer) in conducting the Third Party Claim pursuant to the provisions of this PARAGRAPH 3). (G) If, in respect of a Third Party Claim, the Purchaser, or any other member of the Purchaser's Group, is entitled to make a claim under any policy of insurance (other than an insurance claim with no reasonable prospect of success) such that the provisions of SUB-PARAGRAPH 5(A) apply to the matter giving rise to the Third Party Claim (an "INSURED THIRD PARTY CLAIM"), the provisions of SUB-PARAGRAPHS (B) to (F) shall be subject to the provisions of the relevant insurance policy or policies relating to such Insured Third Party Claim and the directions of the relevant insurer or insurers thereunder; PROVIDED that the Purchaser shall, and shall cause procure that the Company toother members of the Purchaser's Group shall, provide and the Vendor shall, and shall procure that the other members of the Vendor's Group shall, comply with the provisions of SUB-PARAGRAPHS (B) to (F) to such Vendor such access extent as is permitted under the relevant insurance policy or policies with respect to persons and information as it may reasonably request in the defence of such Insured Third Party ClaimClaim or as the relevant insurer or insurers thereunder may otherwise consent. (cH) In the case of If, in relation to any claim that for any breach of the Tax Warranties there is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of also a claim in respect of the same subject matter for indemnification given by an Indemnified Party pursuant a liability under the Tax Covenant, Clause 8 of the Tax Covenant shall govern the conduct of the relevant litigation and/or claim for breach of such Tax Warranties in precedence to Section 6.5(a) hereof. If such claim is not contested, then and notwithstanding the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsprovisions of this PARAGRAPH 3.

Conduct of Litigation. (a) Subject to Each Party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim, or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof to the amount Party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying Party of any of its obligations hereunder except to the extent the indemnifying Party is prejudiced by such failure; b) The indemnifying Party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying Party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified Party against whom such claim is asserted, as soon as knownor who shall be the defendant in such action, and such indemnified Party shall bear all fees and expenses of any additional counsel retained by it; c) Notwithstanding the facts constituting immediately preceding paragraph, if the basis for named parties in such claim. The Indemnified action (including impleaded parties) include the indemnified and the indemnifying Parties have been advised by counsel that there may be a conflict between the positions of the indemnifying Party and the indemnified Party in conducting the defense of such action, or that there are legal defenses available to such indemnified Party different from or in addition to those available to the indemnifying Party, then the indemnified Party shall be under entitled, at its election, to conduct such separate defense as is necessary to protect its own interests, at its own expense, if it is determined by agreement of the indemnifying Party and the indemnified Party or by a duty court of competent jurisdiction that the indemnified Party is entitled to take commercially indemnification hereunder for the Indemnified Amounts giving rise to such action; d) If the indemnifying Party shall elect not to assume the defense of such claim or action, such indemnifying Party shall reimburse such indemnified Party for the reasonable efforts to mitigate the losses relating to fees and expenses of any such claimcounsel retained by it, and any losses incurred shall be bound by the results obtained by the indemnified Party in respect of such commercially reasonable mitigation efforts shall constitute losses for purposes claim or action if it is determined by agreement of this Article VI. (b) Without limiting the generality indemnifying Party and the indemnified Party or by a court of Section 6.5 (a) hereof, in competent jurisdiction that the event of a claim for indemnified Party is entitled to indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified indemnifying Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to 3.3.1. If the limitations set forth in Section 6.6 hereof, whenever Purchaser considers that it will or may make a claim against CILT for indemnification breach of Warranty, it shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, as soon as practicable notify CILT in writing, giving such particulars thereof as are then available, and for a period of 30 days after such notification shall afford CILT the Party (or Parties) from whom indemnification is sought (opportunity to take steps to remedy the “Indemnifying Party”) of matter giving rise to such claim. To the extent that the matter giving rise to such claim is remedied within such 30 days period, together with an estimate the Purchaser shall not be entitled to any compensation in respect thereof. 3.3.2. Upon the Purchaser becoming aware of any claim, action or demand against it or matter likely to give rise to any of these in respect of the amount Warranties, the Purchaser shall, subject to paragraph 15 of such claim in reasonable detail, and, this Schedule:- a) forthwith notify CILT by written notice as soon as knownit appears to the Purchaser that any assessment or claim of a third party received by or coming to the notice of the Purchaser may result in a claim under the Warranties; b) take such action and give such information and access to personnel, premises, chattels, documents and records to CILT and its professional advisers as CILT may reasonably request; c) at the facts constituting the basis for such claim. The Indemnified Party shall be under a duty request of CILT, allow CILT, at CILT's sole expense, to take commercially reasonable efforts to mitigate the losses relating to any sole conduct of such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or actions as CILT may deem appropriate in connection with any such assessment or claim or legal proceeding by a third party (a “Third Party Claim”)in the name of the Purchaser and in that connection the Purchaser shall, the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company upon receiving such security for its costs as the case Purchaser may bereasonably request, give or cause to be given to CILT such assistance as CILT may reasonably require in avoiding, disputing, resisting, settling, compromises, defending or appealing any such claim and shall instruct such solicitors or other professional advisers as CILT may (with the Purchaser's consent, such consent not to be unreasonably withheld) shall not nominate to act on behalf of the Purchaser, as appropriate, but to act in accordance with CILT's sole instructions; or d) make no admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of the Indemnifying PartyCILT. 3.3.3. In any event, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party CILT shall be entitled at any stage and at their sole discretion to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in settle any such proceeding with the counsel of its choice. If third party assessment or claim and shall notify any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, such decision to settle such assessment or claim to the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsthereafter.

Conduct of Litigation. 7.1 Litigation for which the liability has not, or has not yet, been allocated in accordance with clause 4.1 shall be conducted by the Formal Litigant in full compliance with clause 6.2(a). (a) Subject If the liability for specific Litigation (including the related Losses) has been allocated to one Party or its Business, the limitations set forth Litigation shall be conducted (as construed in Section 6.6 hereofSchedule 6) by that Party (or any of its Subsidiaries). (b) If the liability for specific Litigation (including the related Losses) has been allocated to multiple Parties or their Businesses, whenever a claim the Litigation shall be conducted by the Party (or any of its Subsidiaries) to which the largest part of the liability for indemnification shall arise under this Article VIthe specific Litigation (including the related Losses) has been allocated. (c) If two or more Parties or their Businesses equally share the liability for specific Litigation (including the related Losses), the Party (or Partiesany of its Subsidiaries) seeking indemnification (that also is the “Indemnified Party”) Formal Litigant shall notifyconduct the relevant Litigation. For the avoidance of doubt, in writingif there are two or more Formal Litigants, they may each conduct the Litigation as a party thereto. The Party (or any of its Subsidiaries), or Parties (or any of their Subsidiaries), that may conduct that Litigation pursuant to this clause 7.2 shall be the Litigation Conduct Party, or Litigation Conduct Parties) from whom indemnification is sought (. 7.3 A Litigation Conduct Party shall conduct the “Indemnifying Party”) of such claimLitigation for which the liability has been allocated to it in accordance with this MCA. 7.4 To the extent reasonably possible, together with an estimate of the amount of such claim in reasonable detailFormal Litigant, and, if the Litigation Conduct Party is not the same Party as soon as knownthe Formal Litigant, the facts constituting Litigation Conduct Party, shall take into account the views and interests of all Relevant Parties (without prejudice to clause 8). 7.5 No decision or agreement as regards the conduct of Litigation pursuant to this clause 7 shall affect the basis upon which the liability for such claim. The Indemnified Party shall specific Litigation (including the related Losses) is to be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts allocated or shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent allocation of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume liability for that Litigation (including the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party ClaimLosses). (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified party against whom such claim is asserted or who shall be the defendant in such action, as soon as known, the facts constituting the basis for and such claimindemnified party shall bear all fees and expenses of any additional counsel retained by it or them. The Indemnified Party indemnifying party shall provide the indemnified person with such additional information and opportunity for consultation as may reasonably be under a duty to take commercially reasonable efforts to mitigate requested by it. The indemnified party shall render all assistance as the losses relating to indemnifying party shall reasonably request in the defense of any such claimaction. Notwithstanding the foregoing, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and any losses incurred the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action; provided that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party Amounts giving rise to such action; provided, however, that no such claim or action shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise be settled without the prior written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim withheld or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimdelayed. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detail, and, as soon as known, the facts constituting the basis for which event such claim. The Indemnified Party defense shall be under a duty conducted by counsel chosen by such indemnifying party, unless the indemnified party reasonably objects to take commercially reasonable efforts the use of such counsel, in such event counsel may be any counsel reasonably satisfactory to mitigate the losses relating to any indemnified party against whom such claimclaim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any losses incurred additional counsel retained by it or them; provided, however, that if the indemnified party reasonably determines that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding by a third action, such indemnifying party (a “Third Party Claim”), will reimburse such indemnified party for the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence reasonable fees and expenses of any Third Party Claimcounsel retained by it, and shall be bound by the results obtained by the indemnified party; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to clause 15.2(b), the limitations set forth in Section 6.6 hereofparty liable to satisfy an Action, whenever including as a claim for indemnification shall arise result of any indemnity under this Article VIagreement, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate must assume conduct of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI.Action at its cost.‌‌ (b) Without limiting Unless otherwise agreed by the generality of Section 6.5 (a) hereof, parties in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response relation to an asserted Third Party Action: (i) the Proprietor will be responsible for the conduct of Historic Abuse Claims and Actions where the Proprietor is named or nominated as a defendant; and‌ (ii) MACS will be responsible for the conduct of Employee Abuse Claims except any Employee Abuse Claim is required. The Indemnified Party brought against the Archdiocese (or which the Company as parties acknowledge and agree will be conducted by the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party ClaimArchdiocese). (c) In Where the case party responsible for the conduct of any claim an Action (First Party) has indemnified the other party in respect of that Action or is not a Third Party Claimconducting the Action in the name of the other party (Second Party), the Indemnifying First Party:‌‌ (i) must consult with the Second Party shall have 30 about the Action and its defence; (thirtyii) Business Days within may issue proceedings, cross claims or third party claims in the name of the Second Party with the consent of the Second Party, which it consent must not be unreasonably withheld; and‌ (iii) must not settle or compromise the Action or make any admissions without the consent of the Second Party, which consent must not be unreasonably withheld. (d) In relation to an Action under clause 15.2(c), the Second Party:‌ (i) must render all reasonable assistance and co-operation to the First Party and its insurers in the conduct of the Action including, without limitation, providing any relevant documents in its possession, taking reasonable steps to obtain possession of documents when requested to do so and signing all relevant documents, authorities and directions requested of it; and (ii) must not settle or compromise the Action or make any admissions without the consent of the First Party. (e) If an Action is brought against both the Proprietor and MACS, or both parties may respond suffer, pay or incur any Liability in relation to a notice the Action, the parties will use best endeavours to agree: (i) which party will be responsible for the conduct of a claim for indemnification given by an Indemnified Party pursuant the Action; and (ii) any contribution as between them without the need to Section 6.5(a) hereof. If such claim is not contested, then formally join the Indemnifying Party shall as soon as practicable proceed other party to take whatever action is required to carry out its indemnification obligationsthe Action.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors Vendor as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser Purchasers shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in any action instituted against it in respect of matters for which it is entitled to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise indemnity under this Article VIAgreement, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) promptly give written notice of such claim, together with an estimate of or the amount commencement of such claim in reasonable detailaction, andor threat thereof, as soon as known, to the facts constituting the basis for such claim. The Indemnified Party party from whom indemnity shall be under a duty sought hereunder (but the failure or delay of such party to take commercially reasonable efforts give such notice shall not relieve the indemnifying party of its obligation to mitigate provide indemnification hereunder, except to the losses relating to any extent the indemnifying party is prejudiced by such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in failure or delay). In the event of such claim involves a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”)against the indemnified party, the Indemnified Party shall give indemnifying party may elect (by written notice delivered to the Indemnifying Party no later than 20 (twentyindemnified party) Business Days prior to undertake, conduct and control, through counsel of its own choosing and reasonably acceptable to the time any response indemnified party and at its own expense, the settlement or defense thereof, and if it shall so elect to an asserted Third Party Claim is requiredundertake the defense thereof, the indemnified party shall cooperate with it in connection therewith, provided that the indemnified party may participate (subject to the indemnifying party's control) in such settlement or defense through counsel chosen by it, and provided further that the fees and expenses of such indemnified party's counsel (from and after the date of such election) shall be borne by the indemnified party. If the indemnifying party does not elect to undertake the defense of such as provided above, the indemnified party shall undertake and control the defense thereof and the indemnifying party shall be liable for all fees and expenses of such defense, including the fees and expenses of such indemnified party's counsel. The Indemnified Party (or indemnifying party may, without the Company as consent of the case may be) shall not make admission of liabilityindemnified party, agreement, settlement settle or compromise or consent to the entry of any judgment in any action involving only the payment of money by the indemnifying party and which does not involve any undertaking which would affect the operation of the Business by the Purchaser after the Closing Date, which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in respect of such action, which written release shall be reasonably satisfactory in form and substance to counsel for the indemnified party. The indemnifying party shall not, without the prior written consent of the Indemnifying Party, indemnified party (which consent shall not be unreasonably withheld), settle or compromise any action involving relief other than the payment of money by the indemnifying party or that does not provide a written release of the indemnified party from all liability with respect thereto. The Indemnifying Party may assume the defence indemnified and indemnifying party shall each cooperate fully in all aspects of any Third Party Claiminvestigation, provideddefense, howeverpre-trial activities, that no settlement shall be made without the prior written consent of the Indemnified Partytrial, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceedingcompromise, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case discharge of any claim that in respect of which indemnity is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party sought pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsArticle XII.

Conduct of Litigation. Upon the Purchaser becoming aware of any claim, action or demand against it or matter likely to give rise to any of these in respect of the Warranties or the Environmental Undertaking (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI"Claim"), the Party Purchaser shall and shall procure that the relevant Group Company shall:- (A) within 45 working days (or Partiessuch shorter period as is necessary to enable GEC to make a substantive response to any such Claim) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, notify GEC by written notice as soon as known, it reasonably appears to the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to Purchaser that any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes Claim of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice received by or coming to the Indemnifying Party no later than 20 (twenty) Business Days prior to notice of the time any response to an asserted Third Party Claim is required. The Indemnified Party (senior management of the Purchaser may result in a claim under the Warranties or the Environmental Undertaking; (B) subject to GEC indemnifying the Purchaser and/or the relevant Group Company to their reasonable satisfaction against any liability, costs, damages or expenses which may be reasonably and properly incurred thereby, take such action and give such information and, upon reasonable notice, access to relevant personnel, premises, chattels, documents and records to GEC and its professional advisers as GEC may reasonably request and the case relevant Group Company and/or the Purchaser and/or the relevant member of the Purchaser's Group shall take such action and give such information and assistance in order to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any Claim in respect thereof or adjudication with respect thereto as GEC may bereasonably require; (C) shall not make no admission of liability, agreement, settlement or compromise with any third party in relation to any such Claim or adjudication without the prior written consent of GEC (such consent not to be unreasonably withheld or delayed). If GEC agrees with the Indemnifying Partythird party to settle or compromise a Claim, and the Purchaser refuses to agree to such settlement or compromise then, if the amount for which consent GEC subsequently becomes liable exceeds the figure at which it would have so settled or compromised the relevant Claim, GEC shall not be unreasonably withheld. The Indemnifying Party may assume liable for the defence excess amount or any costs or liabilities incurred since the proposed date of any Third Party Claim, provided, however, that no settlement shall be made or compromise; and (D) subject as provided below and without prejudice to the prior written consent generality of the Indemnified Partyforegoing at the request of GEC and subject to GEC indemnifying the Purchaser and/or the relevant Group Company to their reasonable satisfaction against any liability, costs, damages or expenses which consent shall not may be unreasonably withheld. If an Indemnifying Party assumes reasonably incurred thereby, allow GEC to take the defence sole conduct of actions under any Environmental Warranty or the Environmental Undertaking as GEC may deem appropriate in connection with any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement name of the Purchaser or defence thereof; providedthe appropriate member of the Purchaser's Group and in that connection the Purchaser shall give or cause to be given to GEC all such assistance as GEC may reasonably require in avoiding, howeverdisputing, that the Indemnified Party mayresisting, at its own expensesettling, participate in compromising, defending or appealing any such proceeding with Claim. GEC shall:- (i) in response to reasonable requests from the counsel of its choice. If any Purchaser from time to time, keep the Purchaser informed of the Vendors as Indemnifying Party assumes the defence progress of any Third Party such Claim, ; (ii) provide the Purchaser shall, and shall cause with copies of such documentation relating to such Claim as it may reasonably request; and (iii) give the Company to, provide Purchaser such Vendor such access to persons and information opportunities as it may reasonably request to make representations regarding the conduct of such Claim (A) is reasonably expected to fall below L10 million, then GEC shall be entitled to sole conduct of such Claim (subject to paragraph (C) below); (B) is reasonably expected to exceed L10 million then GEC and the Purchaser shall have joint conduct of such Claim and (C) was thought to be below L10 million but it becomes apparent to GEC that it is likely that the aggregate will, in fact, exceed L10 million then, in cases where GEC has taken sole conduct, GEC shall promptly notify the Purchaser of the change in position and the Purchaser shall thenceforth be entitled to assume joint control of the Claim with GEC. In no event may GEC be required to indemnify the Purchaser for an amount in respect of Claims under the Environmental Undertaking in excess of L10 million. If the Purchaser and GEC fail to agree whether GEC is entitled to take sole conduct of a Claim, an expert opinion from an independent environmental consultant of no less than ten years experience in assessing the cost of environmental liability as to whether the costs, liabilities and expenses related to any Claim are likely to exceed L10 million (less any amounts paid or payable by GEC in respect of prior Claims under the Environmental Undertaking) shall be obtained whose opinion shall, in the defence absence of manifest error, be final. The costs of obtaining such Third Party Claimopinion shall be borne equally by the parties. A copy of the opinion and any supporting material shall be available to each party. (cE) In The Purchaser undertakes to comply with its common law duties to mitigate its loss and nothing in this Agreement shall derogate from that duty. (F) Notwithstanding the case terms of any claim that is sub-paragraph (B) of this paragraph 4, GEC may not a Third Party Claim, request the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed Purchaser to take whatever any action is required to carry out its indemnification obligationsagainst an Employee (except where there has been fraud or theft by the Employee).

Conduct of Litigation. (ai) Subject to If the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) Purchaser becomes aware of such any written claim, together with an estimate action or demand against it or any member of the amount of such claim in reasonable detail, and, as soon as known, Group or the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party Purchaser’s Group (a “Third Party Claim”)) which is reasonably likely to give rise to a Claim, other than a Claim in respect of a breach of any of the Indemnified Party shall give notice to Tax Warranties, or a claim by the Indemnifying Party Purchaser under sub-clause 12.4 or 12.7(B)(ii) the Purchaser shall: (a) as soon as reasonably practicable thereafter (and in any event no later than 20 (twenty30 days thereafter) Business Days prior give notice thereof in writing to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as Principal Seller it being acknowledged that in the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claimclaim under sub-clause 12.4, the Purchaser shall, shall be deemed to have given such notice within the required time period; (b) make available to accountants and shall cause other professional advisers appointed by the Company to, provide such Vendor Principal Seller such access to persons the personnel of any member of the Group and to any relevant records and information as it the Principal Seller may reasonably request in connection with such Third Party Claim; and (c) (subject to the defence Principal Seller, the Purchaser or the relevant member of the Group being fully indemnified to its reasonable satisfaction against all reasonable costs, expenses and liabilities incurred in doing so), use all reasonable endeavours to procure that the auditors (both past and then current) of any member of the Group make available their audit working papers in respect of audits of any member of the Group’s accounts for any relevant accounting period in connection with such Third Party Claim. (ii) If the Purchaser becomes aware of a Third Party Claim of which notice has been given by the Purchaser under paragraph 4(i)(a), the Purchaser shall, subject to the Purchaser and the relevant member of the Group being fully indemnified to its reasonable satisfaction by the Principal Seller against all reasonable costs, expenses and liabilities incurred in doing so: (a) take or procure such action to be taken as the Principal Seller shall reasonably request to avoid, dispute, resist, appeal, compromise or defend such Third Party Claim or any adjudication in respect of a Third Party Claim; (b) if so requested by the Principal Seller, maintain consultation with the Principal Seller on all aspects of any proceedings in defence of a Third Party Claim; (c) In the case not admit liability in respect of any claim that is not a Third Party Claim, nor compromise, nor settle any proceedings in defence of a Third Party Claim, without the Indemnifying written consent of the Principal Seller; and (d) if so required by the Principal Seller in writing, ensure (or, as appropriate, shall co-operate to procure that the relevant member of the Group shall ensure), that the Principal Seller is placed in a position to take on or take over the conduct of all proceedings and/or negotiations of whatsoever nature arising in connection with the Third Party Claim in question and provide (or, as appropriate, co-operate to procure that each relevant member of the Group provides) such information and assistance as the Principal Seller may reasonably require in connection with the preparation for and conduct of such proceedings and/or negotiations, provided that neither the Purchaser nor any member of the Group shall have 30 be required: (thirty1) Business Days within to take any action (or omit to take any action) which is unlawful; (2) to take any action (or omit to take any action) which the Purchaser reasonably believes to be Materially Prejudicial. If the Purchaser does not take an action (or omit to take an action) which it may respond would otherwise be obliged to a notice of a claim for indemnification given by an Indemnified Party take pursuant to Section 6.5(athis paragraph (ii) hereofbecause it believes that it would be Materially Prejudicial then it will notify the Principal Seller of that fact and if the Purchaser does so notify the Principal Seller then the Principal Seller may within 14 days of receiving such written notice notify the Purchaser that it requires that the Purchaser and the Principal Seller instruct (and the Purchaser and the Principal Seller shall instruct) an Agreed Lawyer (as defined below) to give an opinion to them on whether if the Purchaser takes (or omits to take) the relevant action the Purchaser or the relevant member of the Group will (on the balance of probabilities) be able to successfully defend the relevant Third Party Claim. If the opinion of such claim Agreed Lawyer is not contestedthat the Purchaser or the relevant member of the Group would (on the balance of probabilities) be able to successfully defend the relevant Third Party Claim if the Purchaser took (or omitted to take) the relevant action then unless paragraph (1) is also applicable, then the Indemnifying Party shall Purchaser will as soon as reasonably practicable proceed thereafter take (or omit to take) (or, as applicable, procure that the relevant member of the Group takes (or omits to take)) the relevant action. The Principal Seller and the Purchaser will co-operate with and provide to the Agreed Lawyer such access to the personnel of the Purchaser, the Group and the Retained Group and to any relevant records and information as the Agreed Lawyer may reasonably request. The costs of the Agreed Lawyer shall be borne equally between the Principal Seller and the Purchaser. In this paragraph (2) the term “Agreed Lawyer” means a lawyer who has been qualified to practice law in the jurisdiction where the Third Party Claim has been made for more than 10 years and whose identity is agreed between the Principal Seller and the Purchaser or, in the absence of such agreement within 14 days of the Principal Seller notifying the Purchaser that it requires the matter to be referred to an Agreed Lawyer, on the application of either party by the President (or equivalent officer) for the time being of the Law Society of England and Wales (or its successor body) and the term “Materially Prejudicial” means an action (or omission to take whatever action an action) which is required materially prejudicial to carry out its indemnification obligations.or will have a material adverse impact on, the business, finances or interests of the Purchaser and/or the Group;

Conduct of Litigation. (a) Subject Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in any action instituted against it in respect of matters for which it is entitled to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise indemnity under this Article VIAgreement, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) promptly give written notice of such claim, together with an estimate of or the amount commencement of such claim in reasonable detailaction, andor threat thereof, as soon as known, to the facts constituting the basis for such claim. The Indemnified Party party from whom indemnity shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in sought hereunder. In the event of such claim involves a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”)against the indemnified party, the Indemnified Party indemnifying party shall give have ten (10) days after receipt of such notice to the Indemnifying Party no later than 20 (twenty) Business Days prior decide whether it will undertake, conduct and control, through counsel of its own choosing and reasonably acceptable to the time any response indemnified party and at its own expense the settlement or defense thereof, and if it shall so decide to an asserted Third Party Claim is requiredundertake the defense thereof, the indemnified party shall cooperate with it in connection therewith, provided that the indemnified party may participate (subject to the indemnifying party's control) in such settlement or defense through counsel chosen by it, and provided further that the fees and expenses of such indemnified party's counsel shall be borne by the indemnified party. If the indemnifying party does not indicate or indicates that it will not undertake the defense of such third party claim within the ten (10) day period above, the indemnified party shall undertake and control the defense thereof and the indemnifying party shall be liable for all fees and expenses of such defense, including the fees and expenses of such indemnified party's counsel. The Indemnified Party (indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money and which does not involve any undertaking which would affect the operation of the Business or the Company use of the Acquired Assets by the Purchaser after the Closing Date, which includes as an unconditional term thereof the case may be) delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in respect of such action, which written release shall not make admission of liabilitybe reasonably satisfactory in form and substance to counsel for the indemnified party. The indemnifying party shall not, agreement, settlement or compromise without the prior written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume settle or compromise any action involving relief other than the defence payment of money in any Third Party Claimmanner that, provided, however, that no settlement shall be made without in the prior written consent reasonable judgment of the Indemnified Partyindemnified party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes would adversely affect the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereofindemnified party; provided, however, that if the Indemnified Party mayindemnified party shall fail or refuse to consent to a settlement, at its own expense, participate compromise or judgment proposed by the indemnifying party and approved by the third person in any such proceeding action and a judgment thereafter shall be entered or a settlement or compromise thereafter shall be effected on terms less favorable in the aggregate to the indemnified party than the settlement, compromise or judgment proposed by the indemnifying party, then notwithstanding any other provision hereof the indemnifying party shall have no liability hereunder with respect to any losses and damages in excess of those that were provided for in the counsel of its choicesettlement, compromise or judgment proposed by the indemnifying party or any costs or expenses related to such claim arising after the date such settlement, compromise or judgment was so proposed. If any the indemnifying party does not notify the indemnified party within ten (10) days after the receipt of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a indemnified party's notice of a claim for indemnification given by an Indemnified Party of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to Section 6.5(a) hereofthis Agreement. If So long as the indemnifying party is contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim, unless such settlement includes as an unconditional term thereof the delivery by the claimant or plaintiff and by the indemnified party to the indemnifying party of duly executed written releases of the indemnifying party from all liability in respect of such claim, which written releases shall be reasonably satisfactory in form and substance to counsel for the indemnifying party. The indemnified party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is not contested, then the Indemnifying Party shall as soon as practicable proceed sought pursuant to take whatever action is required to carry out its indemnification obligationsArticle XI.

Conduct of Litigation. (aA) Subject Upon the Non-defaulting Party becoming aware of anything which is or may constitute a breach of any of the Defaulting Party's Obligations or of any claim, action or demand against it or matter likely to give rise to any of these in respect of the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VIDefaulting Party's Obligations, the Non-defaulting Party shall: (or Partiesi) seeking indemnification (promptly notify the “Indemnified Party”) shall notify, in writing, the Defaulting Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, by written notice as soon as knownpracticable after it appears to the Non-defaulting Party that any assessment or claim of a third party received by or coming to the notice of the Non-defaulting Party may result in a claim under the Defaulting Party's Obligations; (ii) subject to the Defaulting Party indemnifying the Non-defaulting party and, if so required by the facts constituting Non-defaulting Party the basis for relevant member of the Group to their reasonable satisfaction against any liability, costs, damages or expenses which may properly be incurred thereby, take such claim. The Indemnified reasonable action, provide such reasonable assistance and give such information and access to personnel, premises, chattels, documents and records to the Defaulting Party shall be under and its professional advisers as the Defaulting Party may reasonably request in order to investigate, avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any claim in respect thereof or adjudication with respect thereto or any claim or potential claim in respect of a duty breach of any of the Defaulting Party's Obligations; (iii) at the request and cost of the Defaulting Party, allow the Defaulting Party to take commercially reasonable efforts to mitigate the losses relating to any sole conduct of such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting actions as the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or Defaulting Party may deem reasonably appropriate in connection with any such assessment or claim or legal proceeding by a third party (a “Third in the name of the Non-defaulting Party Claim”), and in that connection the Indemnified Non-default ing Party shall give notice or cause to be given to the Indemnifying Defaulting Party no later than 20 (twenty) Business Days prior to and at the time any response to an asserted Third cost of the Defaulting Party Claim is required. The Indemnified Party (or the Company all such assistance as the case Defaulting Party may bereasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any such claim and shall instruct such solicitors or other professional advisors as the Defaulting Party may nominate to act on behalf of the Non-defaulting Party but to act in accordance with the reasonable instructions of the Defaulting Party; (iv) shall not make use all reasonable endeavors to ensure that no admission of liability, agreement, settlement or compromise is made with any third party in relation to any such claim or adjudication without the prior written consent of the Indemnifying Party, which Defaulting Party (such consent shall not to be unreasonably withheld. The Indemnifying withheld or delayed); and (v) take at the cost of the Defaulting Party may assume the defence all reasonable action to mitigate any loss suffered by it in respect of any Third Party Claim, provided, however, that no settlement shall which a claim could be made without under the prior written consent of the Indemnified Defaulting Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of 's Obligations. (B) In any such Third Party Claim or related legal proceedingevent, the Indemnifying Defaulting Party shall be entitled to select counsel at any stage and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in reasonable discretion to settle any such proceeding with third party assessment or claim and shall notify the counsel Non-defaulting Party of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide decision so to settle such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimassessment or claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “"Indemnified Party”") shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “"Indemnifying Party”") of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “"Third Party Claim”"), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detail, and, as soon as known, the facts constituting the basis for which event such claim. The Indemnified Party defense shall be under a duty 26 conducted by counsel chosen by such indemnifying party, which counsel may be any counsel reasonably satisfactory to take commercially reasonable efforts to mitigate the losses relating to any indemnified party against whom such claimclaim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any losses incurred additional counsel retained by it or them. Notwithstanding the immediately preceding sentence, if the named parties in such commercially reasonable mitigation efforts action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall constitute losses for purposes have been advised by counsel that there may be a conflict between the positions of this Article VI. (b) Without limiting the generality indemnifying party and the indemnified party in conducting the defense of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting such action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claimsuch action, provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to If a Claim from a Third Party is made against an Indemnified Party in the limitations set forth circumstances described in Section 6.6 hereofclauses 22.6 or 22.7, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, andMain Roads must, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI.reasonably practicable: (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent Non-Owner Participant of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume Claim; and (c) provide the defence of any Third Party Claim, provided, however, that no settlement shall be made without Non-Owner Participant with such details as are available to Main Roads about the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (cd) In Nothing in clause 22.10(a) requires Main Roads to provide to the case of Non-Owner Participant legal advice received by Main Roads or any claim other Indemnified Party. (e) If the Non-Owner Participant acknowledges in writing that it is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond liable to a notice of a claim for indemnification given by indemnify an Indemnified Party pursuant against the Claim from the Third Party under clauses 22.6 or 22.7: (i) the relevant Indemnified Party may conduct the defence of the Claim itself; or (ii) Main Roads may, at any time require by notice to Section 6.5(athe Non-Owner Participant that the Non-Owner Participant take over the defence of the Claim. (f) hereof. If such claim The party conducting the defence of the Claim must keep the other party informed of all material matters relating to the conduct of any defence or response in respect of the Claim and where an Indemnified Party is conducting the defence of the Claim (other than Main Roads), Main Roads must keep the Non-Owner Participant so informed. (g) The Non-Owner Participant, if conducting the defence of a Claim in accordance with clause 22.10(e)(ii), must have regard to Main Roads’ expressed views if those views are confirmed in writing and are reasonable having regard to the legitimate interests of the parties and the relevant Indemnified Party and must not contestedmake any admission in respect of any Claim, then without the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsIndemnified Party’s consent.

Conduct of Litigation. ‌‌ (a) Subject to clause 14.2(b), the limitations set forth in Section 6.6 hereofparty liable to satisfy an Action, whenever including as a claim for indemnification shall arise result of any indemnity under this Article VIagreement, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate must assume conduct of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VIAction at its cost. (b) Without limiting Unless otherwise agreed by the generality parties in relation to an Action:‌‌ (i) the Proprietor will be responsible for the conduct of Section 6.5 Historic Abuse Claims and Actions where the Proprietor is named or nominated as a defendant; and (aii) hereof, MACS will be responsible for the conduct of Employee Abuse Claims except any Employee Abuse Claim brought against the Archdiocese (which the parties acknowledge and agree will be conducted by the Archdiocese).‌‌ (c) Where the party responsible for the conduct of an Action (First Party) has indemnified the other party in respect of that Action or is conducting the Action in the event name of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third the other party (a “Third Party Claim”Second Party), the Indemnified First Party: (i) must consult with the Second Party shall give notice to about the Indemnifying Action and its defence;‌ (ii) may issue proceedings, cross claims or third party claims in the name of the Second Party no later than 20 (twenty) Business Days prior to with the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Second Party, which consent shall must not be unreasonably withheld. The Indemnifying Party may assume ; and (iii) must not settle or compromise the defence of Action or make any Third Party Claim, provided, however, that no settlement shall be made admissions without the prior written consent of the Indemnified Second Party, which consent shall must not be unreasonably withheld. If withheld.‌ (d) In relation to an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceedingAction under clause 14.2(c), the Indemnifying Second Party: (i) must render all reasonable assistance and co-operation to the First Party shall be entitled to select counsel and take all steps necessary its insurers in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any conduct of the Vendors as Indemnifying Party assumes Action including, without limitation, providing any relevant documents in its possession, taking reasonable steps to obtain possession of documents when requested to do so and signing all relevant documents, authorities and directions requested of it; and (ii) must not settle or compromise the defence Action or make any admissions without the consent of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party ClaimFirst Party. (ce) In If an Action is brought against both the case of Proprietor and MACS, or both parties may suffer, pay or incur any claim that is not a Third Party ClaimLiability in relation to the Action, the Indemnifying Party shall have 30 parties will use best endeavours to agree: (thirtyi) Business Days within which it may respond party will be responsible for the conduct of the Action; and (ii) any contribution as between them without the need to a notice of a claim for indemnification given by an Indemnified Party pursuant formally join the other party to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsAction.

Conduct of Litigation. (a) 8.1 Subject to the limitations set forth in Section 6.6 hereofprovisions of paragraph 8.3, whenever a claim for indemnification shall arise under this Article VI, upon the Indemnified Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) becoming aware of such any claim, together with action or demand made or threatened by any Third Party which may give rise to an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party Indemnity Claim (a “"Third Party Claim”"), the Indemnified Party shall shall: (a) notify the Indemnifying Party by written notice as soon as practicable, and in any event within 10 Business Days after it appears to the Indemnified Party that any person is or may become liable in respect of a Third Party Claim; (b) if requested by the Indemnifying Party, give notice the Indemnifying Party and their professional advisers reasonable access to the personnel of the Indemnified Party in order to interview the personnel; (c) disclose in writing to the Indemnifying Party no later than 20 (twenty) Business Days prior all relevant information and documents relating to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as matters which will or are likely to give rise to the case may beThird Party Claim; and (d) shall not make no submission, admission of liability, agreement, settlement or compromise to or with any Third Party in relation to any such Third Party Claim or adjudication without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld. The . 8.2 Subject to the provisions of paragraph 8.3 the Indemnified Party shall procure that the conduct, negotiation, mitigation, defence, settlement or litigation of such Third Party Claim is so far as reasonably practicable carried out in accordance with the instructions of the Indemnifying Party may assume and at the defence cost of the Indemnified Party and, if so requested by the Indemnifying Party, shall delegate the conduct of any legal proceedings in respect of the Third Party Claim, provided, however, that no settlement shall be made without Claim to the prior written consent of Indemnifying Party subject to the Indemnifying Party: (a) giving timely instructions to the Indemnified Party; and (b) indemnifying and keeping indemnified the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes to the defence Indemnified Party's reasonable satisfaction, in respect of any such Third Party Claim or related losses, claims, liabilities, damages and demands suffered and all costs and expenses (including, but not limited to, all reasonable and properly incurred legal proceeding, the Indemnifying Party shall be entitled to select counsel costs and take all steps necessary in the settlement or defence thereof; provided, however, that expenses) incurred by the Indemnified Party may, at its own expense, participate in any such proceeding connection with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In 8.3 The Indemnifying Party shall not have any liability in respect of an Indemnity Claim where and to the case extent that the liability pursuant to the relevant Indemnity Claim arises or is increased as a result of a failure by the Indemnified Party to act in accordance with any claim that is not a Third Party Claim, request or direction given by the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsin accordance with this paragraph 8.3.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever Any party against whom a claim for indemnification shall arise under this Article VIis asserted, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) promptly after receipt of such claim, together with an estimate notice of the amount commencement or threat of any such claim in reasonable detailrespect of which indemnification may be sought hereunder (the "Indemnified Party"), andshall notify the other party (the "Indemnifying Party") in writing of the commencement or threat thereof. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation to indemnify PI the Indemnified Party and shall not relieve the Indemnifying Party of any other liability which any of them may have to the Indemnified Party, except to the extent such failure to notify results in actual damage or prejudice to the Indemnifying Party over and above any amount for which the Indemnifying Party would otherwise have been responsible under Article 5 of this Agreement. In the event of the commencement of any such action as soon to which the Indemnified Party notifies the Indemnifying Party as knownaforesaid, the facts constituting Indemnifying Party will be entitled to participate therein and to assume the basis defense thereof at its expense, provided that the Indemnifying Party promptly notify the Indemnified Party of its election so to assume the defense thereof. Nothing herein shall be construed so as to give any insurance carrier a right of subrogation for claims paid except as such claimright would otherwise exist in the absence of Article 5 of this Agreement. The Indemnified Party shall be entitled to participate in the defense of any action and to be represented by counsel of its own selection. If the attorneys provided for the defense of the Indemnified Party by the Indemnifying Party withdraw from or are removed by court order from the Indemnified Party's representation, or if either equitable relief is being sought or the Indemnified Party is also joined as a party in any such action, then the cost of counsel selected by the Indemnified Party shall be part of the Indemnified Party's cost, and the Indemnified Party shall have the right in all respects to conduct its own defense. If the Indemnified Party otherwise retains its own counsel, the cost thereof shall be for the account of the Indemnified Party. As to cases in which the Indemnifying Party has assumed and is providing the defense for the Indemnified Party, except with respect to causes of action alleged separately against the Indemnified Party, the handling and decisions in respect of which shall be under the sole and exclusive control of the Indemnified Party, the control of such defense and the right to reach a duty to take commercially reasonable efforts to mitigate settlement in such action shall remain vested in the losses relating Indemnifying Party. As to any such claimaction in which the Indemnified Party is not represented by counsel of its own selection, the Indemnifying Party shall provide to the Indemnified Party reasonable information (including reasonable advance notice of all proceedings in respect thereto) regarding the conduct of the action and the right to attend all proceedings and depositions in respect thereto through its agents and attorneys, and any losses incurred the right to discuss the action with counsel for the Indemnifying Party, and the Indemnifying Party will consider the Indemnified Party's view with respect to the conduct of the action. Except as provided in such commercially reasonable mitigation efforts shall constitute losses for purposes the first sentence of this Article VI. (b) Without limiting paragraph above, the generality of Section 6.5 (a) hereofIndemnifying Party shall at all times be entitled to make all decisions regarding the action, in including settlements; provided, that, if the event of Indemnified Party objects to a claim settlement which has otherwise been fully agreed to but for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”)this provision, the Indemnified Party shall give notice to may prohibit the Indemnifying Party no later than 20 (twenty) Business Days prior to from making such settlement in the time any response to an asserted Third Party Claim is required. The Indemnified Party (or Party's behalf, in which case, at the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent election of the Indemnifying Party, which consent shall not be unreasonably withheld. The the Indemnifying Party may assume pay to the defence Indemnified Party the proposed cost to them of such settlement, in cash, and the Indemnified Party shall thereafter be responsible for such litigation matter and the Indemnifying Party thereafter has no further indemnification responsibility with respect to such matter. If, within twenty (20) days after receipt by the Indemnifying Party of notice from the Indemnified Party to the Indemnifying Party as to commencement of any Third action in respect of which indemnification is sought hereunder, the Indemnifying Party Claim, provided, however, that no settlement shall be made without the prior written consent of has not notified the Indemnified Party, which consent shall not be unreasonably withheld. If an Party that the Indemnifying Party assumes the defence defense of any such Third action without reservation and have actually assumed such defense, then the Indemnified Party Claim or related legal proceedingshall have the right to defend such action and totally to control such defense, and to proceed immediately against the Indemnifying Party to enforce all indemnification rights hereunder (including but not limited to the costs of defense, as the same may be incurred), and the Indemnifying Party shall thereafter not be entitled to select counsel and take all steps necessary participate in such action. The indemnification obligations of the settlement or defence thereof; providedIndemnifying Party with respect to such action shall, however, in no way be diminished by virtue of the foregoing, and the fact that the Indemnified Party mayshall have defended, at its own expensesettled, participate compromised or otherwise dealt with such action shall not, in any such proceeding with the counsel circumstances, be deemed to constitute any waiver, release, or exon- eration of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out from its indemnification obligations, regardless of the outcome of such action.

Conduct of Litigation. (a) Subject If any claim is made or action brought against Indemnitee for which Indemnitee intends to seek indemnification by the Company hereunder, Indemnitee, to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, extent not inconsistent with any private insurance coverage obtained by the Party Company: (or Parties) seeking indemnification (the “Indemnified Party”i) shall notifyretain counsel reasonably acceptable to Indemnitee and the Company to defend such claim or action, in writing, and shall permit the Party (or Parties) from whom indemnification is sought (Company to monitor and direct the “Indemnifying Party”) of such claim, together with an estimate of the amount defense of such claim in reasonable detailor action; or (ii) at the Company's option, andshall permit the Company, as soon as knownat its expense and with the use of counsel selected by it and reasonably acceptable to Indemnitee, to conduct the facts constituting the basis for defense of such claimclaim or action. The Indemnified Party option given the Company under subsection (a)(ii) of this Section 2.4 shall be under a duty available to take commercially reasonable efforts the Company at any time even if Indemnitee has proceeded initially to mitigate the losses relating retain his or her own counsel pursuant to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes subsection (a)(i) of this Article VISection 2.4. (b) Without limiting If the generality Company elects to proceed under subsection (a)(ii) of this Section 6.5 (a) hereof2.4, Indemnitee shall cooperate in all reasonable respects with the Company in the event defense of a claim for indemnification hereunder resulting from or in connection with any the claim or legal proceeding by a third party action in question. If the Company permits Indemnitee initially to proceed under subsection (a “Third Party Claim”)a)(i) of this Section 2.4 and then the Company elects to proceed under subsection (a)(ii) of this Section 2.4, the Indemnified Party Company's indemnification and advancement of Expenses pursuant to this Agreement shall give notice to include the Indemnifying Party no later than 20 reasonable costs, including, without limitation, reasonable attorneys' fees, incurred by Indemnitee in initially proceeding under subsection (twentya)(i) Business Days prior to of this Section 2.4 and in facilitating the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent Company's conduct of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence defense after it has elected to proceed under subsection (a)(ii) of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimthis Section 2.4. (c) In Indemnitee shall have the case right to employ his or her own counsel in any Proceeding; however, except as otherwise provided in subsection (b) of this Section 2.4, any claim that fees and expenses of such counsel incurred after the Company elects to proceed under subsection (a)(ii) of this Section 2.4 shall be paid by Indemnitee, unless: (i) the employment of separate counsel by Indemnitee is not a Third Party Claimauthorized in writing by the Company; or (ii) the parties to such Proceeding include Indemnitee, the Indemnifying Party Company and/or other parties, and the Company has retained the same counsel for Indemnitee, the Company and/or such other parties, and Indemnitee shall have 30 been advised by counsel that one or more legal defenses may be available to him or her which may not be available to the Company and/or such other parties; or (thirtyiii) Business Days within the Company shall not in fact have selected and employed counsel to assume the defense of such Proceeding; or (iv) the parties to such Proceeding include Indemnitee, the Company and/or other parties, and the Company has retained the same counsel for Indemnitee, the Company and/or such other parties, and Indemnitee shall have been advised by counsel that under applicable rules of ethical conduct such retained counsel may not represent all of such parties and no permitted waiver of such rules has occurred; in each of which it may respond to a notice cases the fees and expenses of a claim for indemnification given Indemnitee's counsel shall be paid by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsCompany.

Conduct of Litigation. (aA) Subject Upon the Purchaser or any member of the Purchaser's Group becoming aware of any claim, action or demand against it or any other matter likely to give rise to any claim in respect of any of the limitations Warranties (other than the Tax Warranties) or under the indemnity set forth out in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VIClause 11 (the "Clause 11 Indemnity"), the Party Purchaser shall:- (or Partiesi) seeking indemnification (notify the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, Seller by written notice as soon as knownit appears to the Purchaser that any assessment or claim of a third party received by or coming to the notice of the Purchaser or any member of the Purchaser's Group may result in a claim under the Warranties or the Clause 11 Indemnity; (ii) subject to the Seller indemnifying the Purchaser in a form reasonably satisfactory to the Purchaser against any liability, cost, damage or expense (including legal expenses) which may be incurred by the facts constituting Purchaser or any member of the basis for Group, take such claim. The Indemnified Party action and give such information and access to personnel, premises, chattels, documents and records to the Seller and its professional advisers as it may reasonably request to investigate the claim and the Seller shall be under a duty entitled to require (if such requirement is reasonable in the circumstances) any relevant member of the Purchaser's Group to take commercially reasonable efforts such action and give such information and assistance in order to mitigate the losses relating to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any such claim, and any losses incurred claim in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI.respect thereof or adjudication with respect thereto; (biii) Without limiting the generality of Section 6.5 (a) hereof, in the event case of a any claim for indemnification hereunder resulting from or pursuant to the Warranties, cause the relevant member of the Group to consult as fully as is reasonably practicable with the Seller as regards the conduct of any proceedings arising out of such third party claim; (iv) in the case of any claim under the Clause 11 Indemnity and at the request of the Seller, allow the Seller to take the sole conduct of such actions as the Seller may deem appropriate in connection with any such assessment or claim in the name of the Purchaser or legal proceeding by a third party (a “Third Party Claim”), any relevant member of the Indemnified Party Purchaser's Group or the Group and in that connection the Purchaser shall give notice or cause to be given to the Indemnifying Party no later than 20 (twenty) Business Days prior Seller all such assistance as the Seller may require in avoiding, disputing, resisting, settling, compromising, defending or appealing any such claim and shall instruct such solicitors or other professional advisers as the Seller may nominate to act on behalf of the time Purchaser or any response to an asserted Third Party Claim is required. The Indemnified Party (relevant member of the Purchaser's Group or the Company Group, as appropriate, but to act in accordance with the case may beSeller's sole instructions; and (v) shall not make no admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of the Indemnifying Party, which Seller (such consent shall not to be unreasonably withheld. The Indemnifying Party may assume ). (B) In relation to the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceedingClause 11 Indemnity only, the Indemnifying Party Seller shall be entitled to select counsel at any stage and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in sole discretion to settle any such proceeding with third party assessment or claim PROVIDED THAT it shall notify the counsel Purchaser of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide decision so to settle prior to it settling such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimassessment or claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified party against whom such claim is asserted or who shall be the defendant in such action, as soon as known, the facts constituting the basis for and such claimindemnified party shall bear all fees and expenses of any additional counsel retained by it or them. The Indemnified Party indemnifying party shall provide the indemnified person with such additional information and opportunity for consultation as may reasonably be under a duty to take commercially reasonable efforts to mitigate requested by it. The indemnified person shall render all assistance as the losses relating to indemnifying party shall reasonably request in the defense of any such claimaction. Notwithstanding the foregoing, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and any losses incurred the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party Amounts giving rise to such action; provided, however, that no such claim or action shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise be settled without the prior written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim withheld or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimdelayed. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject An indemnified party hereunder shall promptly give notice to the limitations indemnifying party after obtaining knowledge of any claim or other item against the indemnified party as to which recovery may be sought against the indemnifying party because of the covenants of indemnity set forth in Section 6.6 hereof, whenever a claim for indemnification above. If such indemnity shall arise under this Article VIfrom the claim of a third party, the Party indemnified party shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. If the indemnifying party assumes the defense of the claim, matter or litigation at issue, each indemnified party shall have the right to employ separate counsel in such claim, matter or litigation and to participate in the defense or conduct thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party unless (or Partiesi) seeking indemnification (the “Indemnified Party”) indemnifying party shall notifyhave failed, in writing, within a reasonable time after having been notified by the Party (or Parties) from whom indemnification is sought (indemnified party of the “Indemnifying Party”) existence of such claim, together matter or litigation as provided in the preceding sentence, to assume the defense of such claim, (ii) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party and such indemnified party shall have been advised in writing by such counsel that there may be conflicting interests between the indemnifying party and the indemnified party in the legal defense thereof and, in such event, legal counsel selected by the indemnifying party shall be required to cooperate fully with an estimate legal counsel selected by the indemnified party relating to such defense, or (iv) equitable relief is being sought against any of the amount indemnified parties. If the indemnifying party assumes the defense of the particular claim or litigation, neither the indemnifying party or the indemnified party shall, in the defense of such claim in reasonable detailor litigation, andcounsel to entry of any judgment or enter into any settlement, as soon as known, except with the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Partyother party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume In addition, the defence indemnifying party shall not enter into any settlement of any Third Party Claim, provided, however, that no settlement shall be made without litigated claim (except with the prior written consent of the Indemnified Party, indemnified party) which consent does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a full release from all liability in respect of such claim or litigation. Failure by the indemnifying party to notify the indemnified party of its election to defend any such claim or litigation by a third party within fifteen (15) days after notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or litigation. If the indemnifying party shall not be unreasonably withheld. If an Indemnifying Party assumes assume the defence defense of any such Third Party Claim claim by a third party or related legal proceedinglitigation resulting therefrom, the Indemnifying Party indemnified party may defend against such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate without prejudicing its rights against the indemnifying party provided for herein. Nothing contained herein shall be construed to give any insurance carrier a right of subrogation for claims paid except as such right would otherwise exist in the absence of this Article 5. Further, for purposes of this Section, notification from the Internal Revenue Service of an intended audit of the Company's tax returns for any period prior to Closing Date shall be considered notice of a claim as to which Purchaser shall promptly notify the Shareholders' Representative referenced in Section 7.12, acting on behalf of the Shareholders. The Shareholders shall pay for and have complete control of and discretion in defending and/or settling the audit, and all liabilities incurred by way of defense and settlement of the audit and claims arising thereunder shall be paid by the Shareholders. (b) In the event of any action or proceeding to enforce any term or provision of this Agreement, or for the breach thereof, or to declare the rights of the parties with respect thereto, the prevailing party shall be entitled to select counsel receive, in addition to any other relief awarded to any party therein, all costs and take all steps necessary expenses (including reasonable attorneys' fees) incurred by such prevailing party in such action or proceeding, as well as in any rehearing or appeal thereof, as well as in the settlement collection or defence thereof; providedenforcement of any judgment or award therein. The prevailing party shall be determined by the tribunal in such action or proceeding and, howeverif not so determined, that shall be determined by the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any then presiding judge of the Vendors as Indemnifying Party assumes the defence Superior Court, County of any Third Party ClaimFairfax, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence State of such Third Party ClaimVirginia. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party 24 from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detail, and, as soon as known, the facts constituting the basis for which event such claim. The Indemnified Party defense shall be under a duty conducted by counsel chosen by such indemnifying party, which counsel may be any counsel reasonably satisfactory to take commercially reasonable efforts to mitigate the losses relating to any indemnified party against whom such claimclaim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any losses incurred additional counsel retained by it or them. Notwithstanding the immediately preceding sentence, if the named parties in such commercially reasonable mitigation efforts action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall constitute losses for purposes have been advised by counsel that there may be a conflict between the positions of this Article VI. (b) Without limiting the generality indemnifying party and the indemnified party in conducting the defense of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting such action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “"Indemnified Party”") shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “"Indemnifying Party”") of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “"Third Party Claim”"), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors Vendor as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser Purchasers shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. 10.1 Upon the Purchaser or any member of the Purchaser’s Group (aincluding a Group Company) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) becoming aware of such any claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to action or demand made or threatened by any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (including an employee) against a Group Company which may give rise to a Claim (“Third Party Claim”), the Indemnified Purchaser shall, and shall procure that the appropriate member of the Purchaser’s Group, shall: (a) notify Comtrade by written notice as soon as reasonably practicable after it becomes aware of such Third Party shall give notice Claim, including where it appears to the Indemnifying Purchaser that it or a member of the Purchaser’s Group may become liable in respect of such Third Party no later than 20 Claim; and (twentyb) Business Days prior provide Comtrade with such reasonable information and documents in relation to the time any response Third Party Claim or the matters likely to an asserted give rise to the Third Party Claim as are available to the Purchaser or the relevant member of the Purchaser’s Group at the date of the notice under paragraph (a) and thereafter upon the reasonable request by Comtrade; and (c) if the Third Party Claim is required. The Indemnified brought by a (current or former) Employee of the Group (including a Worker) and provided that the amount of such Third Party Claim is estimated by Comtrade acting reasonably to be less than the maximum amount for which Comtrade could potentially be liable for a Claim in relation to such Third Party Claim at the relevant time under paragraph 2.2 of this Schedule 7 (which in no case can exceed EUR 30,000,000 (thirty million)) (an “Employee Claim”) and subject to Comtrade indemnifying the Purchaser against any and all Losses which are properly and reasonably incurred by the Purchaser or any member of the Purchaser’s Group (including the relevant Group Company) in connection with any such action, at the request of Comtrade, allow it to take the sole conduct of the Employee Claim in the name of the Purchaser or the appropriate Purchaser Group Company and in that regard, the Purchaser shall give or cause to be given to Comtrade such reasonable assistance as Comtrade may reasonably require in avoiding, disputing, resisting, settling, mitigating, compromising or defending the Employee Claim and Comtrade shall be entitled to settle the Employee Claim with the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) provided that if pursuant to this paragraph Comtrade takes any action which, in the reasonable opinion of the Purchaser, would materially adversely affect the business of the Purchaser’s Group as a whole, or cause the Purchaser, or a member of the Purchaser’s Group to be in breach or violation of any Law or Regulatory Requirement applicable to it, (and the Purchaser has, if reasonably requested by Comtrade, provided reasonable details of such material adverse effect or breach to Comtrade) then Comtrade shall cease to be entitled to have the sole conduct of the relevant Employee Claim and conduct shall (upon notice on Comtrade by the Purchaser) and subject to the other provisions of this paragraph 10 revert to the Purchaser; (d) if the Third Party Claim is brought in respect of the Back-to-Back Indemnity and provided that the amount of such Third Party Claim is estimated by Comtrade acting reasonably to be less than the maximum amount for which Comtrade could potentially be liable for a Claim in relation to such Third Party Claim at the relevant time under paragraph 2.2 of this Schedule 7 (which in no case can exceed EUR 30,000,000 (thirty million)) (a “Back-to-Back Indemnity Claim”) and subject to Comtrade indemnifying the Purchaser against any and all Losses which are properly and reasonably incurred by the Purchaser or any member of the Purchaser’s Group (including the relevant Group Company) in connection with any such action, at the request of Comtrade, allow it to take the sole conduct of the Back-to-Back Indemnity Claim in the name of the Purchaser or the appropriate Purchaser Group Company and in that regard, the Purchaser shall give or cause to be given to Comtrade such reasonable assistance as Comtrade may bereasonably require in avoiding, disputing, resisting, settling, mitigating, compromising or defending the Back-to-Back Indemnity Claim and Comtrade shall be entitled to settle the Back-to-Back Indemnity Claim with the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) provided that if pursuant to this paragraph Comtrade takes any action which, in the reasonable opinion of the Purchaser, would materially adversely affect the business of the Purchaser’s Group as a whole, or cause the Purchaser, or a member of the Purchaser’s Group to be in breach or violation of any Law or Regulatory Requirement applicable to it, (and the Purchaser has, if reasonably requested by Comtrade, provided reasonable details of such material adverse effect or breach to Comtrade) then Comtrade shall not cease to be entitled to have the sole conduct of the relevant Back-to-Back Indemnity Claim and conduct shall (upon notice on Comtrade by the Purchaser) and subject to the other provisions of this paragraph 10 revert to the Purchaser; and (e) make no submission, admission of liability, agreement, settlement or compromise to or with any third party in relation to a Third Party Claim, provided that the amount at which such Third Party Claim is proposed to be settled is less than the maximum amount for which Comtrade could potentially be liable for a Claim in relation to such Third Party Claim at the relevant time under paragraph 2.2 of this Schedule 7 (which in no case can exceed EUR 30,000,000 (thirty million)) without the prior written consent of the Indemnifying Party, which Comtrade (such consent shall not to be unreasonably withheld. The Indemnifying Party may assume , conditioned or delayed), provided that nothing in this paragraph 10(b), (c), (d) or (e) shall require or demand the defence Purchaser or a Purchaser Group Company (including the Group) to do or refrain from doing any action which in the reasonable opinion of the Purchaser (i) materially adversely affects the business of the Purchaser’s Group as a whole as then carried on, or (ii) would cause the Purchaser, or a member of the Purchaser’s Group to be in breach or violation of any Third Party ClaimLaw or Regulatory Requirement applicable to it (and the Purchaser has, providedif reasonably requested by Comtrade, however, that no settlement shall be made without the prior written consent provided reasonable details of the Indemnified Party, which consent shall not be unreasonably withheldsuch material adverse effect or breach to Comtrade). If an Indemnifying Party assumes the defence Purchaser notifies Comtrade that it wishes to act or refrain from acting under this paragraph 10(b), (c), (d) or (e) due to a breach of Law or Regulatory Requirement, then Comtrade and the Purchaser shall negotiate in good faith to replace the relevant course of action with a course of action which does not cause it to be in breach or violation of any such Third Party Claim Law or related legal proceedingRegulatory Requirement and which, as far as possible, has the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, same commercial effect as that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsreplaces.

Conduct of Litigation. (a) Subject Each indemnifying party shall be entitled at its own expense to conduct the defense of any claim or action to be indemnified hereunder in which event such defense shall be conducted by counsel chosen by such indemnifying party, which counsel may be any counsel reasonably satisfactory to the limitations set forth indemnitees, and the indemnified party shall bear all fees and expenses of any additional counsel retained by them; provided, however, that if counsel for the indemnified party reasonably determines that there is a conflict between the positions of the indemnified party and the indemnifying party in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, conducting the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) defense of such claimaction or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, together with an estimate then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to protect the interests of the amount indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such claim or action, and such action is finally determined by a court of competent jurisdiction and such indemnifying party is determined to be liable for the indemnification obligations hereunder, then the indemnifying party will reimburse the indemnitees for the reasonable fees and expenses of any counsel retained by them in reasonable detailsuch action and/or in any action brought by the indemnified party to determine the indemnification obligations of the indemnifying party and all court costs, andinterest, and fees and disbursements as soon as knownpermitted by statute, and the facts constituting the basis for such claim. The Indemnified Party indemnifying party shall be under a duty to take commercially reasonable efforts to mitigate bound by the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting results obtained by the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, indemnitees; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. ‌‌ (a) Subject to clause 15.2(b), the limitations set forth in Section 6.6 hereofparty liable to satisfy an Action, whenever including as a claim for indemnification shall arise result of any indemnity under this Article VIagreement, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate must assume conduct of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VIAction at its cost. (b) Without limiting Unless otherwise agreed by the generality parties in relation to an Action:‌‌ (i) the Proprietor will be responsible for the conduct of Section 6.5 Historic Abuse Claims and Actions where the Proprietor is named or nominated as a defendant; and (aii) hereof, MACS will be responsible for the conduct of Employee Abuse Claims except any Employee Abuse Claim brought against the Archdiocese (which the parties acknowledge and agree will be conducted by the Archdiocese).‌‌ (c) Where the party responsible for the conduct of an Action (First Party) has indemnified the other party in respect of that Action or is conducting the Action in the event name of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third the other party (a “Third Party Claim”Second Party), the Indemnified First Party: (i) must consult with the Second Party shall give notice to about the Indemnifying Action and its defence;‌ (ii) may issue proceedings, cross claims or third party claims in the name of the Second Party no later than 20 (twenty) Business Days prior to with the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Second Party, which consent shall must not be unreasonably withheld. The Indemnifying Party may assume ; and (iii) must not settle or compromise the defence of Action or make any Third Party Claim, provided, however, that no settlement shall be made admissions without the prior written consent of the Indemnified Second Party, which consent shall must not be unreasonably withheld. If withheld.‌ (d) In relation to an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceedingAction under clause 15.2(c), the Indemnifying Second Party: (i) must render all reasonable assistance and co-operation to the First Party shall be entitled to select counsel and take all steps necessary its insurers in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any conduct of the Vendors as Indemnifying Party assumes Action including, without limitation, providing any relevant documents in its possession, taking reasonable steps to obtain possession of documents when requested to do so and signing all relevant documents, authorities and directions requested of it; and (ii) must not settle or compromise the defence Action or make any admissions without the consent of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party ClaimFirst Party. (ce) In If an Action is brought against both the case of Proprietor and MACS, or both parties may suffer, pay or incur any claim that is not a Third Party ClaimLiability in relation to the Action, the Indemnifying Party shall have 30 parties will use best endeavours to agree: (thirtyi) Business Days within which it may respond party will be responsible for the conduct of the Action; and (ii) any contribution as between them without the need to a notice of a claim for indemnification given by an Indemnified Party pursuant formally join the other party to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsAction.

Conduct of Litigation. (a) Subject to Each Party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim, or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof to the amount Party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying Party of any of its obligations hereunder except to the extent the indemnifying Party is prejudiced by such failure. The indemnifying Party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying Party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified Party against whom such claim is asserted or who shall be the defendant in such action, as soon as knownand such indemnified Party shall bear all fees and expenses of any additional counsel retained by it. Notwithstanding the immediately preceding sentence, if the facts constituting named parties in such action (including impleaded parties) include the basis indemnified and the indemnifying Parties, and the indemnified Party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying Party and the indemnified Party in conducting the defense of such action or that there are legal defenses available to such indemnified Party different from or in addition to those available to the indemnifying Party, then counsel for such claim. The Indemnified the indemnified Party shall be under entitled, if the indemnified Party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified Party, at the expense of the indemnifying Party, if it is determined by agreement of the indemnifying Party and the indemnified Party or by a duty court of competent jurisdiction that the indemnified Party is entitled to take commercially indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying Party shall elect not to assume the defense of such claim or action, such indemnifying Party shall reimburse such indemnified Party for the reasonable efforts to mitigate the losses relating to fees and expenses of any such claimcounsel retained by it, and any losses incurred shall be bound by the results obtained by the indemnified Party in respect of such commercially reasonable mitigation efforts shall constitute losses for purposes claim or action if it is determined by agreement of this Article VI. (b) Without limiting the generality indemnifying Party and the indemnified Party or by a court of Section 6.5 (a) hereof, in competent jurisdiction that the event of a claim for indemnified Party is entitled to indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified indemnifying Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (aA) Subject Upon the Purchaser becoming aware of any assessment, claim, action or demand against it or any other matter likely to give rise to any Claim and any indemnification pursuant to Clause 6 of the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VIAgreement (the "Third Party Claim"), the Party Purchaser shall: (or Partiesi) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as knownpracticable notify the Vendor by written notice as soon as it appears to the Purchaser that any Third Party Claim received may result in a Claim; (ii) subject to the Vendor indemnifying the Purchaser against any liability, cost, damage or expense which may be incurred in relation to the facts constituting Third Party claim, at the basis for such claim. The Indemnified Party shall be under a duty request of the Vendor and in the Vendor's absolute discretion allow the Vendor to take commercially reasonable efforts to mitigate the losses relating to any sole conduct of such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, actions as in the event Vendor's reasonably held opinion but taking into account the legitimate business interest of a claim for indemnification hereunder resulting from or the Purchaser the Vendor may deem appropriate in connection with any claim or legal proceeding by a third party (a “the Third Party Claim”), claim in the Indemnified Party name of the Purchaser or any relevant company and in that connection the Purchaser shall give notice or cause to be given to the Indemnifying Party no later than 20 Vendor (twenty) Business Days prior provided it does not cause undue interference to the time conduct of the Business) all such assistance as the Vendor may reasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any response to an asserted Third Party Claim is required. The Indemnified Party (and shall instruct such legal or the Company other professional advisors as the case Vendor may benominate to act on behalf of the Purchaser or any relevant company, as appropriate, to act in accordance with the Vendor's instruction; and (iii) shall not make no admission of liability, agreement, settlement or compromise with any third party in relation to any Third Party claim or adjudication without the prior written consent of the Indemnifying Party, which consent shall Vendor; (not to be unreasonably withheld. The Indemnifying withheld or delayed). (B) In connection with any such Third Party may assume claim, the defence Vendor shall: (i) at all times keep the Purchaser informed as to its intentions with regard to the Vendor's conduct and any material action the Vendor proposes to take in respect of any the Third Party Claim in order to allow the Purchaser sufficient time to consider the matter and consult with the Vendor about the Third Party Claim, providedand the Vendor shall take reasonable account of any proposals made by the Purchaser in connection with the Third Party claim; and (ii) make no admission of liability, howeveragreement, that no settlement shall be made or compromise with any third party in relation to any Third Party Claim or adjudication without the prior written consent of the Indemnified Party, which consent shall Purchaser (not to be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim withheld or related legal proceeding, the Indemnifying Party delayed). (C) The Vendor shall be entitled to select counsel at any stage and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with absolute discretion to settle the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detail, and, as soon as known, the facts constituting the basis for which event such claim. The Indemnified Party defense shall be under a duty conducted by counsel chosen by such indemnifying party, which counsel may be any counsel reasonably satisfactory to take commercially reasonable efforts to mitigate the losses relating to any indemnified party against whom such claimclaim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any losses incurred additional counsel retained by it or them. Notwithstanding the immediately preceding sentence, if the named parties in such commercially reasonable mitigation efforts action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall constitute losses for purposes have been advised by counsel that there may be a conflict between the positions of this Article VI. (b) Without limiting the generality indemnifying party and the indemnified party in conducting the defense of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting such action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (aA) Subject to As soon as reasonably practicable after the limitations set forth in Section 6.6 hereofPurchaser or any member of the Purchaser’s Group receives or otherwise becomes actually aware of any assessment, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from action or in connection with any claim or legal proceeding demand by a third party (not being the Vendor or a member of the Vendor’s Group) (a “Third Party Claim”)) which is reasonably likely to give rise to any claim in respect of any of the Warranties or pursuant to paragraph 16 of Schedule 8, the Indemnified Purchaser shall notify the Vendor in writing of such Third Party Claim. Such notice shall give notice to include such details of the Indemnifying Third Party no later than 20 Claim of which the Purchaser or any member of the Purchaser’s Group is actually aware (twenty) Business Days prior to including the time any response to an asserted quantum of the Third Party Claim, if known, and whether the Third Party Claim is required. The Indemnified Party (or is reasonably likely to be) an Insured Third Party Claim (as defined in sub-paragraph (G) below)) and which the Company Purchaser, acting reasonably, considers relevant in order for the Vendor to evaluate the Third Party Claim and whether such Third Party Claim prima facie gives rise to a claim in respect of any of the Warranties or pursuant to paragraph 16 of Schedule 8. Any failure by the Purchaser to comply with this sub-paragraph (A) shall not, for the avoidance of doubt, of itself prevent the Purchaser or the relevant Designated Purchaser from bringing a Warranty claim but none of the Vendor, the Share Sellers, the US Business Seller or the IP Asset Sellers shall be liable to the Purchaser or the relevant Designated Purchaser in respect of such Warranty claim to the extent that the amount of it is increased, or not reduced, as a result of such failure. (B) Subject to the provisions of paragraph (C) below, the Purchaser shall, and shall procure that any relevant member of the Purchaser’s Group shall, take such action as is reasonable in order to avoid, dispute, resist, mitigate or defend the Third Party Claim (and any related action) with reasonable diligence. With respect to the conduct of a Third Party Claim by the Purchaser, the Purchaser undertakes that: (i) it shall notify the Vendor in writing of the legal counsel which the Purchaser or the relevant member of the Purchaser’s Group proposes to instruct with respect to the Third Party Claim and such legal counsel shall be entitled to act in relation thereto (a) unless the Vendor reasonably objects in writing thereto within five Business Days of receipt by the Vendor of written notification of the identity of such legal counsel from the Purchaser or the relevant member of the Purchaser’s Group and (b) if such legal counsel and the Purchaser or the relevant member of the Purchaser’s Group agree with the Vendor in writing that, if the Vendor exercises its rights to assume conduct of the Third Party Claim under sub-paragraph (C) below, the legal counsel will (if so requested by the Vendor) continue to act in relation to the Third Party Claim on the instruction of the Vendor; (ii) in response to reasonable requests from the Vendor from time to time, it or the relevant member of the Purchaser’s Group shall keep the Vendor informed of the progress of the Third Party Claim; (iii) it or the relevant member of the Purchaser’s Group shall provide the Vendor with copies of such documentation relating to the Third Party Claim as the case Vendor may bereasonably request at the cost of the Vendor; (iv) it or the relevant member of the Purchaser’s Group shall not give the Vendor such opportunities as the Vendor may reasonably request to make admission written or reasonable oral representations regarding the conduct of liabilitythe Third Party Claim; (v) it or the relevant member of the Purchaser’s Group shall give the Vendor written notice, agreementof such period as is reasonable in the context of the Third Party Claim, the proposal and the circumstances in which it is made, of any proposal to settle or consent to the entry of any judgment in respect of the Third Party Claim, such notice to include reasonable details of the proposed settlement or compromise consent to the entry of judgment; and (vi) neither it nor the relevant member of the Purchaser’s Group shall settle or consent to the entry of any judgment in respect of the Third Party Claim during the period set out in sub-paragraph (B)(v) without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume Vendor. (C) At any time following the defence receipt by the Vendor of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent notice of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such a Third Party Claim under sub-paragraph (A) above and prior to the settlement, consent to the entry of judgment of, or related legal proceedingnon-appealable decision of a court of competent jurisdiction in respect of, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Vendor shall be entitled, on written notice to the Purchaser shalland subject to the provisions of sub-paragraphs (D) and (G) below, and shall cause to assume conduct of the Company to, provide such Vendor such access to persons and information as it may reasonably request Third Party Claim in the defence name of such the Purchaser or the appropriate member of the Purchaser’s Group; except that the Vendor shall not be entitled to assume conduct of any Third Party Claim. (c) In the case of any claim that Claim which is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever criminal action is required to carry out its indemnification obligations.or

Conduct of Litigation. 3.1 Upon the Purchaser becoming aware of any assessment, claim, action or demand against it or any other matter likely to give rise to any Claim (the "Third Party Claim"), the Purchaser shall: (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, practicable notify the facts constituting Vendor by written notice as soon as it appears to the basis for such claim. The Indemnified Purchaser that any Third Party shall be under Claim received may result in a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI.Claim; (b) Without limiting subject to the generality Vendor indemnifying the Purchaser against any liability, cost, damage or expense which may be incurred in relation to the Third Party claim, at the request of Section 6.5 (a) hereof, the Vendor and in the event Vendor's absolute discretion allow the Vendor to take the sole conduct of a claim for indemnification hereunder resulting from or such actions as in the Vendor's reasonably held opinion but taking into account the legitimate business interest of the Purchaser the Vendor may deem appropriate in connection with any claim or legal proceeding by a third party (a “the Third Party Claim”), claim in the Indemnified Party name of the Purchaser or any relevant company and in that connection the Purchaser shall give notice or cause to be given to the Indemnifying Party no later than 20 Vendor (twenty) Business Days prior provided it does not cause undue interference to the time conduct of the Business) all such assistance as the Vendor may reasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any response to an asserted Third Party Claim is required. The Indemnified Party (and shall instruct such legal or the Company other professional advisors as the case Vendor may benominate to act on behalf of the Purchaser or any relevant company, as appropriate, to act in accordance with the Vendor's instruction; and (c) shall not make no admission of liability, agreement, settlement or compromise with any third party in relation to any Third Party claim or adjudication without the prior written consent of the Indemnifying Party, which consent shall Vendor; (not to be unreasonably withheld. The Indemnifying withheld or delayed). 3.2 In connection with any such Third Party may assume claim, the defence Vendor shall: (a) at all times keep the Purchaser informed as to its intentions with regard to the Vendor's conduct and any material action the Vendor proposes to take in respect of any the Third Party Claim in order to allow the Purchaser sufficient time to consider the matter and consult with the Vendor about the Third Party Claim, providedand the Vendor shall take reasonable account of any proposals made by the Purchaser in connection with the Third Party claim; and (b) make no admission of liability, howeveragreement, that no settlement shall be made or compromise with any third party in relation to any Third Party Claim or adjudication without the prior written consent of the Indemnified Party, which consent shall Purchaser (not to be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim withheld or related legal proceeding, the Indemnifying Party delayed). 3.3 The Vendor shall be entitled to select counsel at any stage and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with absolute discretion to settle the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; PROVIDED, HOWEVER, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified party against whom such claim is asserted or who shall be the defendant in such action, as soon as known, the facts constituting the basis for and such claimindemnified party shall bear all fees and expenses of any additional counsel retained by it or them. The Indemnified Party indemnifying party shall provide the indemnified person with such additional information and opportunity for consultation as may reasonably be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding requested by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is requiredit. The Indemnified Party (or the Company indemnified person shall render all assistance as the case may be) indemnifying party shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence defense of any such action. Notwithstanding the foregoing, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such Third Party Claim. (c) In action or that there are legal defenses available to such indemnified party different from or in addition to those available to the case indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of any claim the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is not a Third Party Claim, entitled to indemnification hereunder for the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond Indemnified Amounts giving rise to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereofsuch action. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.the

Conduct of Litigation. In the event that the Buyer Parties become subject to an action, suit or proceeding pursuant to the Merger Agreement that (a) Subject to involves an allegation of a breach by Buyer Parties of an obligation under the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (Merger Agreement or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereofinvolves a factual allegation that, in the event of if true, would constitute a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding breach by a third party Sponsor of an obligation under this Agreement or its Limited Guarantee (with respect to such Sponsor, a “Third Party Related Claim”), then Topco shall deliver notice of such Related Claim to such Sponsor reasonably promptly after becoming aware of such Related Claim; provided that the Indemnified Party failure of Topco to give reasonably prompt notice of any Related Claim shall give notice not release, waive or otherwise affect the Sponsor’s obligations with respect thereto except to the Indemnifying Party no later than 20 extent that the Sponsor is actually and materially prejudiced as a result of such failure. Such Sponsor shall have the right (twentybut not the obligation), within 30 days after receipt of notice of such Related Claim, to elect to (i) Business Days prior in the case of a Related Claim primarily or exclusively related to such Sponsor, jointly with Topco control the defense of such Related Claim and (ii) in the case of any other Related Claim, participate in the defense of such Related Claim with Topco and any other Sponsor in respect of which such claim is a Related Claim, it being understood that with respect to any Related Claim, such Sponsor may employ counsel (which shall be reasonably satisfactory to Topco), at its own expense, separate from the counsel employed by Topco. If such Sponsor exercises its right pursuant to the time preceding sentence to control or participate in such Related Claim, then the Sponsors shall reasonably cooperate with such Sponsor in the defense thereof (and in any response event each Sponsor shall reasonably cooperate with Topco in the defense of such Related Claim); provided, however, that no Sponsor shall be required to an asserted Third Party commence or participate in any legal action in connection therewith. Such Sponsor will not admit any liability with respect to, or settle, compromise or discharge, any such Related Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the Topco’s prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may assume Whether or not such Sponsor assumes the defence defense of any Third Party a Related Claim, providedTopco shall not, howeverand cause the Buyer Parties not to, that no settlement shall be made admit any liability with respect to, or settle, compromise or discharge, such Related Claim without the such Sponsors’ prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim , conditioned or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimdelayed). (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “"Indemnified Party”") shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “"Indemnifying Party”") of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “"Third Party Claim”"), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser Purchasers shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to If the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (Purchaser or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) any Designated Purchaser receives written notice of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding potential claim by a third party (a “Third Party Claim”), which might reasonably result in a Non-Tax Claim being made, the Indemnified Purchaser shall promptly (and in any event within 20 Business Days of it or a Designated Purchaser receiving such notice) give notice of the Third Party shall Claim to the Unilever Parents and ensure that the Unilever Parents and its representatives are given all reasonable information and access to facilities to investigate it, provided that any failure by the Purchaser to give such notice to the Indemnifying Party no later than 20 (twenty) Business Days prior Unilever Parents under this paragraph 18 shall not prevent any Claim by the Purchaser or extinguish any liability of the Unilever Parents under this Agreement but may be taken into account in calculating any such liability of the Unilever Parents to the time any response extent that the Unilever Parents establish that such liability is increased by such failure. Furthermore, if: (a) the Unilever Parents have confirmed to an asserted the Purchaser in writing that the subject matter of the Third Party Claim is required. The Indemnified Party shall give rise to a Claim (or without prejudice to the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel restrictions and take all steps necessary limitations set out in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party ClaimSchedule 3), the Purchaser shall, : (i) not (and procure that each member of the Purchaser's Group shall cause not) admit liability or make any agreement or compromise in relation to the Company to, provide Third Party Claim without prior written approval of the Unilever Parents such Vendor approval not to be unreasonably withheld or delayed or conditioned; (ii) (subject to the Purchaser (on behalf of the relevant Designated Purchaser) being indemnified by the Unilever Parents (on behalf of themselves and/or the relevant Business Seller) against all reasonable out of pocket costs and expenses incurred in respect of that Third Party Claim) ensure that it and each member of the Purchaser's Group shall: (A) take such access to persons and information action as it the Unilever Parents may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim; (B) allow the Unilever Parents (if it elects to do so) to take over the conduct of all proceedings and/or negotiations as the Unilever Parents may reasonably deem appropriate in connection with the defence Third Party Claim; and (C) provide such information and assistance as the Unilever Parents may reasonably require in connection with the preparation for and conduct of such any proceedings and/or negotiations relating to the Third Party Claim. (cb) In the case Unilever Parents have notified the Purchaser in writing that the subject matter of any claim that is not a the Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond in their view, does not give rise to a notice Claim, the following shall apply: (i) the Unilever Parents shall not (and shall procure that each member of the Unilever Group shall not) admit liability or make any agreement or compromise in relation to the Third Party Claim without prior written approval of the Purchaser, such approval not to be unreasonably withheld or delayed; (ii) the Purchaser shall not (and shall procure that each member of the Purchaser's Group shall not) admit liability or make any agreement or compromise in relation to the Third Party Claim without prior written approval of the Unilever Parents, such approval not to be unreasonably withheld or delayed; (iii) (subject to each party bearing their own costs) both the Unilever Parents (with respect to themselves and the other members of the Unilever Group) and the Purchaser (with respect to itself and the other members of the Purchaser's Group) shall: (A) take such action as may be reasonably necessary and as requested by the other to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim; (B) shall jointly and in consultation with each other conduct the proceedings and/or negotiations as may reasonably be deemed appropriate in connection with the Third Party Claim; and (C) provide such information and assistance to each other as the other may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the Third Party Claim; (c) the Purchaser has notified the Unilever Parents in writing that the Purchaser shall not, and therefore irrevocably waives any right to, institute a claim for indemnification given by an Indemnified Claim in relation to the subject matter of the relevant Third Party pursuant to Section 6.5(aClaim, Parties agree that paragraphs 19(a) hereof. If such claim is and 19(b) of Schedule 3 shall not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsapply.