Common use of Conduct of Third Party Claims Clause in Contracts

Conduct of Third Party Claims. 22.1 The provisions of this clause 22 shall apply in the event of any Third Party Claim. 22.2 In the event of a Third Party Claim, the Defendant Party shall: (a) as soon as reasonably practicable, and in any event with 10 Business Days of the date upon which the Defendant Party becomes aware of the Third Party Claim, give written notice of such Third Party Claim to the Defaulting Party, specifying in reasonable detail the nature of the Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Party; (b) keep the Defaulting Party fully informed of the progress of, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Party: (a) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior consent of the Defaulting Party. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply in relation to a Third Party Claim if and to the extent that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

Conduct of Third Party Claims. 22.1 The provisions (a) Any Person entitled to be indemnified under this Article IX or that is or may become party to a Proceeding with respect to which associated expenses constitute a Combined Company Transaction Expense (an “Indemnified Party”) for any pending or threatened Proceeding against such Indemnified Party that has given or would reasonably be expected to give rise to such right of indemnification, expense reimbursement or similar right (a “Third-Party Claim”) shall promptly (and in any event within ten (10) Business Days) after becoming aware of such Third-Party Claim give written notice to the Party from whom indemnification may be sought (the “Indemnifying Party”), indicating, with reasonable specificity, the nature and basis of such Third-Party Claim, including a copy of any documentation received from the third party, the amount and calculation of the Losses (if then known), and a good-faith estimate (if then estimable) of any such future Losses relating thereto, and the provision(s) of this clause 22 Agreement under which such Losses arise. The Indemnified Party shall apply promptly deliver to the Indemnifying Party any information or documentation related to the foregoing reasonably requested by the Indemnifying Party. The failure to give notice in a timely manner shall not affect the event rights of any Third the Indemnified Party Claimhereunder, except to the extent the Indemnifying Party is materially prejudiced thereby. 22.2 In the event of a Third (b) With respect to any Third-Party Claim, the Defendant Indemnifying Party shall: shall have the right (abut not the obligation) as soon as reasonably practicableto assume and control the defense thereof, at its own expense and in any event with 10 by counsel of its own choosing upon written notice to the Indemnified Party within ten (10) Business Days after receiving the notice of such claim; provided, however, that the date upon which Indemnifying Party shall not be entitled to assume the Defendant defense of any Third-Party becomes aware Claim (and shall be liable for the reasonable fees and expenses of counsel retained by the Third Indemnified Party) if such Third-Party Claim (i) is a criminal Proceeding, (ii) seeks injunctive or equitable relief against the Indemnified Party or its Affiliates, or (iii) involves a material conflict of interest between the Indemnifying Party and the Indemnified Party. If the Indemnifying Party elects to assume the defense of a Third-Party Claim, give written notice it shall notify the Indemnified Party promptly of such Third Party Claim to the Defaulting Party, specifying in reasonable detail the nature of the Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Party; (b) keep the Defaulting Party fully informed of the progress ofelection, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and 22.3 The Defaulting Indemnified Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third cooperate in good faith in such defense. The Indemnifying Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Party: (a) fully cooperating with the Defaulting Party in settle any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Third-Party Claim without the prior written consent of the Defaulting Indemnified Party (not to be unreasonably withheld, conditioned, or delayed), unless such settlement (i) includes an unconditional release of the Indemnified Party from all liability with respect to such Third-Party Claim, (ii) does not include any admission of wrongdoing or violation of Legal Requirement by the Indemnified Party, and (iii) imposes no injunctive or equitable relief or other obligations on the Indemnified Party. 22.5 (c) The Defaulting Indemnified Party may participate in the defense at its own cost and expense (unless the Indemnifying Party is not permitted to control the defense as set forth above), and the Indemnifying Party shall indemnify and secure pay the Defendant Party to its reasonable satisfaction in respect of all costs, charges fees and expenses of one firm of counsel for all Indemnified Parties (and, if necessary, one firm per jurisdiction) in the event of a material conflict of interest. No Indemnified Party shall settle a Third-Party Claim without the written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned, or delayed). (d) In the event that are reasonably an Indemnified Party has a claim for indemnification under this Article IX that does not involve a Third-Party Claim, the Indemnified Party shall promptly provide written notice to the Indemnifying Party, specifying, with reasonable specificity, the nature and properly incurred by basis for such claim, the Defendant as amount and calculation of Losses (if then known), and a consequence good-faith estimate (if then estimable) of any actions taken at such future Losses, and the request provision(s) of the Defaulting this Agreement under which such Losses arise. The Indemnifying Party and Indemnified Party shall cooperate in good faith to resolve any disputes regarding such claim, and if not resolved, such dispute shall be resolved in accordance with this clause 22Section 10.7. 22.6 The provisions of clause 22 shall not apply in relation to a Third Party Claim if and to the extent that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

Conduct of Third Party Claims. 22.1 The provisions of (i) Whenever a claim for indemnification shall arise under this clause 22 shall apply in the event of any Third Party Claim. 22.2 In the event Section 12 as a result of a Third Party Claimthird-party claim, the Defendant Party shall: party seeking indemnification (athe “Indemnified Party”), shall notify the party from whom such indemnification is sought (the “Indemnifying Party”) as soon as reasonably practicable, and in any event with 10 Business Days writing of the date upon which claim and the Defendant Party becomes aware of facts constituting the Third Party Claim, give written notice of basis for such Third Party Claim to the Defaulting Party, specifying claim in reasonable detail and the nature of the Third Party Claim and its connection amount thereof, to the breach(es) of this Agreement by the Defaulting Party; (b) keep the Defaulting Party fully informed of the progress ofextent known, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party along with copies of all information the relevant documents evidencing the claim and correspondence relating the basis for indemnification sought; provided that the failure to notify the Third Indemnifying Party Claim; and 22.3 The Defaulting will not relieve the Indemnifying Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Party: (a) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior consent of the Defaulting Party. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply in relation liability that it may have to a Third Party Claim any Indemnified Party, except if and to the extent that the application Indemnifying Party demonstrates that the defense of them would render any policy of insurance maintained such claim is actually prejudiced by or available the Indemnified Party’s failure to give such notice and in such case, only to the Defendant extent of such prejudice. Thereafter, the Indemnified Party void or voidable, or entitle shall deliver to the relevant insurer Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claimclaim. 22.7 The Defaulting (ii) Such Indemnifying Party shall have the right to retain the counsel of its choice in connection with such claim and to participate at its own expense in the defense of any such claim; provided, however, that counsel to the Indemnifying Party shall not (except with the consent of the relevant Indemnified Party) also be counsel to such Indemnified Party. In no liability event shall the Indemnifying Party be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (iii) No Indemnifying Party shall, without the prior written consent of the Indemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 12 unless such settlement, compromise or consent (A) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim, and (B) does not include a Third Party Claim statement as to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result an admission of fault, culpability or a failure by the Defendant Party to act in accordance with any reasonable request by or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect on behalf of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Indemnified Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

Conduct of Third Party Claims. 22.1 The provisions of this clause 22 shall apply in the event of any Third Party Claim. 22.2 In the event of (a) Where a Third Party matter arises that could give rise to a Warranty Claim, the Defendant Party Buyer shall: (ai) consult with the Senior Management Sellers’ Representative and the Institutional Seller as soon as reasonably practicable with regard to any actual or proposed developments relating to the matter in question and provide the Sellers with copies of all correspondence and documents in relation to that matter; (ii) where practicable, not admit liability in respect of or settle or compromise the matter in question (or offer to do so) without prior consultation with the Senior Management Sellers’ Representative and the Institutional Seller; (iii) consult with the Senior Management Sellers’ Representative and the Institutional Seller as to any ways in any event with 10 Business Days which the matter might be avoided, disputed, resisted, mitigated, settled, compromised, defended or appealed; and (iv) take such action, at the written request of the date upon which Sellers, as the Defendant Party becomes aware of Senior Management Sellers and the Third Party ClaimInstitutional Seller may reasonably require, give written notice of such Third Party Claim to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal the Defaulting Partythird party claim, specifying in reasonable detail the nature of the Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Partyprovided that; (b) keep the Defaulting Party fully informed provisions of the progress of, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) paragraph 4 shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Partyapply: (ai) fully cooperating where the subject matter of the relevant Warranty Claim involves a claim by or against a material customer or supplier of the business of the Group Companies; 004600-0228-14943-Active.18252126.10 (ii) to any matters which would require the Buyer or any Group Company to breach a contractual or legal obligation existing at the date hereof or waive any legal privilege; or (iii) if the relevant actions or steps required by the Senior Management Sellers and the Institutional Seller would conflict with the Defaulting Party in any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging Buyer's obligations under the existence or grounds terms of the Third Party Claim without Insurance Policy. Subject to the prior consent Buyer's obligations under the terms of the Defaulting Party. 22.5 The Defaulting Party shall indemnify Insurance Policy, if there is any dispute between the Sellers and secure the Defendant Party Buyer as to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply in relation to a Third Party Claim if and to the extent that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim. 22.7 The Defaulting Party shall have no whether liability in respect of a Third Party Claim to the extent any third party claim should be admitted or whether that the claim should be settled or compromised, liability pursuant to the relevant Third Party Claim arises shall not be admitted, and that claim shall not be settled or is increased as a result of a failure by the Defendant Party to act comprised, other than in accordance with any reasonable request the provisions of this paragraph. Any such dispute shall be referred to leading counsel agreed between the Senior Management Sellers’ Representative and the Institutional Seller and the Buyer or direction given in default of agreement on or before the date falling five Business Days after the date on which an individual is first proposed for this purpose by either the Institutional Seller or the Buyer by the Defaulting Party President for the time being of the Law Society of England and Wales on the application of either the Institutional Seller or the Buyer. Any individual to whom a dispute is so referred shall be instructed in accordance with this clause 22. 22.8 The Defendant Party shall not have any right writing to give a written opinion, as soon as is reasonably practicable, as to which of set-off (howsoever arising) in respect the courses of any Third Party Claim and all sums payable conduct proposed by the Defendant Party Buyer and any other Party by the Senior Management Sellers’ Representative and the Institutional Seller is most likely to result in the third party claim being agreed, settled or compromised at the least cost to the Sellers but bearing in mind the matters set out in paragraphs 4(b)(i) and 4(b)(ii) above. The decision of counsel (including the Defaulting Partywho shall act as expert and not as arbitrator) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither final and binding on the Defendant Party Buyer and the Sellers for all purposes. Counsel's fees and expenses shall be entitled borne by the Sellers and the Buyer as counsel may determine in his sole discretion or, if no such determination is made by the Sellers on the one part and the Buyer on the other part in equal shares. The parties shall then implement counsel’s decision as soon as is reasonably practicable. To the extent counsel’s fees are to recover damagesbe borne by the Sellers, or obtain payment, reimbursement, restitution or indemnity more than once in respect such fee shall be funded solely and exclusively out of the same loss, shortfall, damage, deficiency, breach or other event or circumstanceEscrow Account without recourse against the Sellers.

Conduct of Third Party Claims. 22.1 The provisions of this clause 22 shall apply in the event of any Third Party Claim. 22.2 In the event of a Third Party Claim, the Defendant Party shall: (a) as soon as reasonably practicable, and in any event with 10 Business Days of the date upon which the Defendant Party becomes aware of the Third Party Claim, give written notice of such Third Party Claim This Section 44.5 applies to the Defaulting Party, specifying in reasonable detail the nature conduct of the Third Party Claim and its connection to the breach(es) of this Agreement Claims by the Defaulting Party;third parties against Beneficiaries. (b) Subject to Sections 44.5(d) 44.5(e) and 44.5(f) on the giving of notice by the Beneficiary as required by Section 44.3, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all, but not part only, of the liability arising out of the Claim, the Indemnifier will (subject to providing the Beneficiary with a secured indemnity to the satisfaction of the Beneficiary, acting reasonably, against all costs and expenses that the Beneficiary may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary, at the Indemnifier’s own expense, and take conduct of any defence, dispute, compromise, or appeal of the Claim and of any incidental negotiations. The Beneficiary will give the Indemnifier all reasonable co-operation, access and assistance for the purposes of considering and resisting such Claim. Where representation of the Indemnifier and Beneficiary would be inappropriate due to any actual or potential conflict of interest between the Indemnifier and the Beneficiary, the Beneficiary will have the right to employ separate counsel in respect of such Claim and the reasonable fees and expenses of such counsel will be for the account of the Indemnifier. (c) With respect to any Claim conducted by the Indemnifier: (i) the Indemnifier will keep the Defaulting Party Beneficiary fully informed and consult with the Beneficiary about material elements of the progress of, and all material developments in relation to, conduct of the Third Party Claim; (cii) provide the Defaulting Party with copies of all information and correspondence relating to Indemnifier will not bring the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, any discussions name or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence reputation of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Party:Beneficiary into disrepute; (aiii) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and (b) Indemnifier will not entering into any settlement pay, compromise or acknowledging the existence or grounds of the Third Party settle such Claim without the prior consent of the Defaulting PartyBeneficiary, such consent not to be unreasonably withheld or delayed; (iv) the Indemnifier will not admit liability or fault to any third party without the prior consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and (v) the Indemnifier will use all reasonable efforts to have the Beneficiary named as a beneficiary under any release given by the persons bringing the Claim to which this Section 44.5 relates. 22.5 (d) The Defaulting Party shall indemnify Beneficiary will be free to pay or settle any such Claim on such terms as it thinks fit and secure the Defendant Party without prejudice to its rights and remedies under this Agreement if: (i) the Indemnifier is not entitled to take conduct of the Claim in accordance with Section 44.5(b); (ii) the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim within 30 Days of the notice from the Beneficiary under Section 44.5(b) or notifies the Beneficiary that the Indemnifier does not intend to take conduct of the Claim; or (iii) the Indemnifier fails to comply in any material respect with Section 44.5(c). (e) The Beneficiary will be free at any time to give notice to the Indemnifier that the Beneficiary is retaining or taking over, as the case may be, the conduct of any defence, dispute, compromise or appeal of any Claim, or of any incidental negotiations, to which Section 44.5(d) applies. The Operator acknowledges and agrees that where the Province is the Beneficiary, the Province may retain or take over such conduct in any matter involving compliance with environmental standards and Applicable Law or any matter involving public policy. On receipt of such notice the Indemnifier will promptly take all steps necessary to transfer the conduct of such Claim to the Beneficiary and will provide to the Beneficiary all relevant documentation and all reasonable satisfaction co-operation, access and assistance for the purposes of considering and resisting such Claim. If the Beneficiary gives any notice pursuant to this Section 44.5(e), the Indemnifier will be released from any liabilities arising after the date of such notice from any liability under its secured indemnity given under Section 44.5(b), but the Indemnifier will not be thereby released from its obligations to indemnify the Beneficiary pursuant to Sections 44.1 or 44.2, as the case may be. (f) If the Indemnifier pays to the Beneficiary an amount in respect of all costsan indemnity and the Beneficiary subsequently recovers, charges whether by payment, discount, credit, saving, relief, set off or other benefit or otherwise, a sum or anything else of value (the “Recovery Amount”) which is directly referable to the fact, matter, event or circumstances giving rise to the Claim under the indemnity, the Beneficiary will forthwith repay to the Indemnifier whichever is the lesser of: (i) an amount equal to the Recovery Amount, less any out-of-pocket costs and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at Beneficiary in recovering the request same; and (ii) the amount paid to the Beneficiary by the Indemnifier in respect of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply in relation Claim under the relevant indemnity, provided that there will be no obligation on the Beneficiary to a Third Party Claim if pursue any Recovery Amount and that the Indemnifier will be repaid only to the extent that the application of them would render Recovery Amount, aggregated with any policy of insurance maintained sum recovered from the Indemnifier, exceeds the loss sustained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind Beneficiary. (g) Any person taking any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim. 22.7 The Defaulting Party shall steps contemplated by this Section 44.5 will comply with the requirements of every insurer who may have no liability in respect of a Third Party Claim an obligation to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) provide an indemnity in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) liability arising under this Agreement shall be paid in full without set-off, counterclaim or other deductionAgreement. 22.9 Neither (h) To the Defendant Party shall extent that an Indemnifier has fulfilled its indemnity obligations pursuant to this Section 44, such Indemnifier will be subrogated to all rights and claims of the Beneficiary who the Indemnifier has indemnified, and will be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstanceexercise all remedies available to such Indemnifier.

Conduct of Third Party Claims. 22.1 The provisions of 6.9.1 If a claim is made by a third Person against the Buyer or any Group Company, and the Buyer intends to seek compensation from the Management Warrantors for that claim under this clause 22 6 (a "Third Party Claim"), the Buyer must notify the Management Warrantors in writing within a reasonable period. 6.9.2 The Buyer shall apply keep the Management Warrantors promptly and fully informed of the progress of any Third Party Claim and shall procure that the Management Warrantors are promptly given copies of all relevant communications and other documents (written or otherwise) sent to any other party to the proceedings or their lawyers or representatives. 6.9.3 The Buyer shall comply with reasonable requests of the Management Warrantors in relation to any Third Party Claim, including giving the event Management Warrantors access to premises, personnel, documents and records for the purpose of investigating the matters giving rise to the Third Party Claim. 6.9.4 The Management Warrantors may, at the Management Warrantors’ option, assume at their sole cost and expense the full defence and control of a Third Party Claim if the Management Warrantors acknowledge to the Buyer in writing its obligation to compensate the Buyer in full (subject to the amount limitations in clause 6.7) for any Loss which may be incurred by the Buyer as a result of the Third Party Claim. 6.9.5 If the Management Warrantors assume the defence of any Third Party Claim, the Management Warrantors may assert any defence of the Buyer or the Management Warrantors. 22.2 In 6.9.6 If the event Management Warrantors undertake the defence of any Third Party Claim, the Buyer shall, and shall cause each Group Company to, provide the Management Warrantors with reasonable assistance in the defence or settlement of the Third Party Claim. 6.9.7 The Management Warrantors shall be entitled to settle any Third Party Claim for which the Management Warrantors have assumed the defence if the settlement includes a full and unconditional release of the Buyer and all Group Companies from all liability for the Third Party Claim. 6.9.8 If the Management Warrantors do not assume the defence of a Third Party Claim, the Defendant Party shall: Management Warrantors shall be entitled to participate in (abut not control) as soon as reasonably practicable, and in any event with 10 Business Days the defence of the date upon which the Defendant Party becomes aware of the Third Party Claim, give written notice of such that Third Party Claim to the Defaulting Party, specifying in reasonable detail the nature of the Third Party Claim with its counsel and at its connection to the breach(es) of this Agreement by the Defaulting Party;own expense. (b) keep the Defaulting Party fully informed of the progress of, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and 22.3 6.9.9 The Defaulting Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) Buyer shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Party: (a) fully cooperating with the Defaulting Party in settle any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior written consent of the Defaulting PartyManagement Warrantors, such consent not be unreasonably withheld or delayed. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply in relation to a Third Party Claim if and to the extent that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

Conduct of Third Party Claims. 22.1 The provisions of this clause 22 shall apply in the event of any Third Party Claim. 22.2 In the event of a Third Party Claim, the Defendant Party shall: (a) as soon as reasonably practicable, and in any event with 10 Business Days of the date upon which the Defendant Party becomes aware of the Third Party Claim, give written notice of such Third Party Claim Where MDOT or MDTA is entitled to the Defaulting Party, specifying in reasonable detail the nature of the Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Party; (b) keep the Defaulting Party fully informed of the progress of, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following make a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out claim under this Agreement is conditional upon against the Defendant Party: (a) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior consent of the Defaulting Party. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply Phase Developer in relation to a Third Party Claim if and Claim, MDOT or MDTA shall give notice of the relevant claim to the extent Phase Developer, setting out the full particulars of the claim and whether or not the defense is tendered to the Phase Developer. (b) The Phase Developer acknowledges that: (i) the Maryland Office of the Attorney General is required by law to represent and defend MDOT, MDTA and the State and may appoint counsel approved by the Maryland Office of the Attorney General to act in their stead; and (ii) certain other Indemnified Parties may have similar statutory representation obligations and rights. As a result, MDOT and the Indemnified Parties may elect to conduct their own defense at any time but may also agree to allow defense to be conducted in whole, in part, in conjunction with, or from time to time, by counsel appointed by the Phase Developer or its insurer. (c) Subject to Section 23.6(b), if the insurer under any applicable Insurance Policy accepts the tender of defense, MDOT and the Phase Developer agree to cooperate in the defense proffered by the Insurance Policy. If no insurer under potentially applicable Insurance Policies provides defense, then Section 23.6(d) will apply. (d) Subject to Section 23.6(b), if the defense is tendered to the Phase Developer, then within 30 days after receipt of the tender, the Phase Developer shall notify each relevant Indemnified Party whether it has tendered the matter to an insurer, and, if not tendered to an insurer or if the insurer has rejected the tender, shall deliver a notice stating that the application Phase Developer: (i) accepts the tender of them would render defense and confirms that the claim is subject to full indemnification without any policy "reservation of insurance maintained by rights" to deny or available to disclaim full indemnification; (ii) accepts the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy tender of defense but with a "reservation of rights" in whole or in part; or (iii) rejects the tender of defense based on a determination that it is not required to indemnify against the claim under the terms of this Agreement. (e) Subject to Section 23.6(b), if the Phase Developer accepts the tender of defense under Sections 23.6(d)(i) or 23.6(d)(ii), the Phase Developer shall have the right to select legal counsel for the Indemnified Party, subject to reasonable approval by the Indemnified Party, and the Phase Developer shall otherwise direct the defense of such claim, and bear the fees and costs of defending and settling such claim. MDOT shall be kept informed of the status of any claim covered by such insurance and the Phase Developer shall seek MDOT's consent to any settlement terms and conditions. (f) Subject to Section 23.6(b), if the Phase Developer responds to the tender of defense as specified in Section 23.6(d)(iii), the Indemnified Party may select its own legal counsel and otherwise control the defense of such claim, including settlement. (g) Despite Sections 23.6(d)(i) or 23.6(d)(ii), any Indemnified Party (regardless of whether it is entitled to conduct its own defense under Section 23.6(b)), may assume its own defense at any time by delivering to the Phase Developer notice of such election and the reasons therefor. (h) If an Indemnified Party elects to conduct its own defense of a claim for which it is entitled to indemnification under this Section 23.6, the Phase Developer shall reimburse on a current basis all reasonable costs and expenses the Indemnified Party incurs in investigating and defending such claim. If the Indemnified Party is entitled to and elects to conduct its own defense, then: (i) in the case of a defense that otherwise would be conducted under Section 23.6(d)(i), the Indemnified Party may settle or compromise the claim with the Phase Developer and each of the Phase Developer's relevant insurer(s)' prior written consent, which, in each case, shall not be unreasonably withheld or delayed; (ii) in the case of a defense that otherwise would be conducted under Section 23.6(d)(ii), the Indemnified Party and the Phase Developer shall consult with each other on a regular basis to determine whether settlement is appropriate and, subject to the rights of any insurer providing coverage for the claim under a policy required under this Agreement, the Indemnified Party may settle or compromise the claim with the Phase Developer's prior written consent without prejudice to the Indemnified Party's rights to be indemnified by the Phase Developer; and (iii) in the case of a defense conducted under Section 23.6(d)(iii), the Indemnified Party may, subject to the rights of any insurer providing coverage for the claim under a policy required under this Agreement, settle or compromise the claim without the Phase Developer's prior written consent and without prejudice to its rights to be indemnified by the Phase Developer. (i) A refusal of, or in failure to accept, a tender of defense, as well as any Dispute relating to assumption of control of defense by an Indemnified Party under Section 23.6(g), will be resolved according to the event that a relevant insurer exercises its right Dispute Resolution Procedures. The Phase Developer may contest an indemnification claim and pursue, through the Dispute Resolution Procedures, recovery of defense and indemnity payments it has made to take over conduct or on behalf of the Third Party ClaimIndemnified Party. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

Conduct of Third Party Claims. 22.1 The provisions of this clause 22 shall apply in the event of any Third Party Claim. 22.2 In the event of a Third Party Claim, the Defendant Party shall: (a) as soon as reasonably practicable, and in any event with 10 Business Days of the date upon which the Defendant Party becomes aware of the Third Party Claim, give written notice of such Third Party Claim Where MDOT or MDTA is entitled to the Defaulting Party, specifying in reasonable detail the nature of the Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Party; (b) keep the Defaulting Party fully informed of the progress of, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following make a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out claim under this Agreement is conditional upon against the Defendant Party: (a) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior consent of the Defaulting Party. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply Phase Developer in relation to a Third Party Claim if and Claim, MDOT or MDTA shall give notice of the relevant claim to the extent Phase Developer, setting out the full particulars of the claim and whether or not the defense is tendered to the Phase Developer. (b) The Phase Developer acknowledges that: (i) the Maryland Office of the Attorney General is required by law to represent and defend MDOT, MDTA and the State and may appoint counsel approved by the Maryland Office of the Attorney General to act in their stead; and (ii) certain other Indemnified Parties may have similar statutory representation obligations and rights. As a result, MDOT and the Indemnified Parties may elect to conduct their own defense at any time but may also agree to allow defense to be conducted in whole, in part, in conjunction with, or from time to time, by counsel appointed by the Phase Developer or its insurer. (c) Subject to S ection 23.6(b), if the insurer under any applicable Insurance Policy accepts the tender of defense, MDOT and the Phase Developer agree to cooperate in the defense proffered by the Insurance Policy. If no insurer under potentially applicable Insurance Policies provides defense, then Section 23.6(d) will apply. (d) Subject to S ection 23.6(b), if the defense is tendered to the Phase Developer, then within 30 days after receipt of the tender, the Phase Developer shall notify each relevant Indemnified Party whether it has tendered the matter to an insurer, and, if not tendered to an insurer or if the insurer has rejected the tender, shall deliver a notice stating that the application Phase Developer: (i) accepts the tender of them would render defense and confirms that the claim is subject to full indemnification without any policy "reservation of insurance maintained by rights" to deny or available to disclaim full indemnification; (ii) accepts the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy tender of defense but with a "reservation of rights" in whole or in part; or (iii) rejects the tender of defense based on a determination that it is not required to indemnify against the claim under the terms of this Agreement. (e) Subject to S ection 23.6(b), if the Phase Developer accepts the tender of defense under S ections 23.6(d)(i) or 23.6(d)(ii), the Phase Developer shall have the right to select legal counsel for the Indemnified Party, subject to reasonable approval by the Indemnified Party, and the Phase Developer shall otherwise direct the defense of such claim, and bear the fees and costs of defending and settling such claim. MDOT shall be kept informed of the status of any claim covered by such insurance and the Phase Developer shall seek MDOT's consent to any settlement terms and conditions. (f) Subject to S ection 23.6(b), if the Phase Developer responds to the tender of defense as specified in S ection 23.6(d)(iii), the Indemnified Party may select its own legal counsel and otherwise control the defense of such claim, including settlement. (g) Despite S ections 23.6(d)(i) or 2 3.6(d)(ii), any Indemnified Party (regardless of whether it is entitled to conduct its own defense under Section 23.6(b)), may assume its own defense at any time by delivering to the Phase Developer notice of such election and the reasons therefor. (h) If an Indemnified Party elects to conduct its own defense of a claim for which it is entitled to indemnification under this Section 23.6, the Phase Developer shall reimburse on a current basis all reasonable costs and expenses the Indemnified Party incurs in investigating and defending such claim. If the Indemnified Party is entitled to and elects to conduct its own defense, then: (i) in the case of a defense that otherwise would be conducted under Section 23.6(d)(i), the Indemnified Party may settle or compromise the claim with the Phase Developer and each of the Phase Developer's relevant insurer(s)' prior written consent, which, in each case, shall not be unreasonably withheld or delayed; (ii) in the case of a defense that otherwise would be conducted under Section 23.6(d)(ii), the Indemnified Party and the Phase Developer shall consult with each other on a regular basis to determine whether settlement is appropriate and, subject to the rights of any insurer providing coverage for the claim under a policy required under this Agreement, the Indemnified Party may settle or compromise the claim with the Phase Developer's prior written consent without prejudice to the Indemnified Party's rights to be indemnified by the Phase Developer; and (iii) in the case of a defense conducted under Section 23.6(d)(iii), the Indemnified Party may, subject to the rights of any insurer providing coverage for the claim under a policy required under this Agreement, settle or compromise the claim without the Phase Developer's prior written consent and without prejudice to its rights to be indemnified by the Phase Developer. (i) A refusal of, or in failure to accept, a tender of defense, as well as any Dispute relating to assumption of control of defense by an Indemnified Party under Section 23.6(g), will be resolved according to the event that a relevant insurer exercises its right Dispute Resolution Procedures. The Phase Developer may contest an indemnification claim and pursue, through the Dispute Resolution Procedures, recovery of defense and indemnity payments it has made to take over conduct or on behalf of the Third Party ClaimIndemnified Party. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

Conduct of Third Party Claims. 22.1 9.1 The following provisions of this clause 22 9 shall: 9.1.1 not apply to any claims under the Tax Deed; and 9.1.2 only apply (with the exception of clause 9.2 which shall apply apply) to the extent that such third party claim, when taken in aggregate with all other Claims, does not exceed (at any time) the event excess under the Warranty Insurance specified in clause 7.5 herein. 9.2 The Buyer shall inform, or shall procure that the Company shall inform, the Seller in writing of any claim by any third party (“Third Party Claim”) which comes to the notice of the Buyer or any other member of the Buyer’s Group whereby it appears that the Seller is likely to become liable under any Claim within 14 days from the day on which such Third Party Claim comes to the notice of the Buyer or other member of the Buyer’s Group PROVIDED that failure to so inform the Seller shall not relieve any indemnification obligation of the Seller except to the extent that the Seller has actually been prejudiced by such failure. 9.3 Subject to clause 9.6 and the Buyer being indemnified and secured to its satisfaction in accordance with clause 9.5 and provided that the Seller has accepted in writing its obligation to pay the Buyer any liability which may be suffered by the Buyer (or any member of the Buyer’s Group) in relation to any Third Party Claim: 9.3.1 the Buyer shall, and shall procure that the Company and any of its Subsidiaries shall, take such action and give such information and assistance as the Seller may reasonably request in writing to avoid, dispute, resist, mitigate, compromise or defend any Third Party Claim and to appeal against any judgment given in respect thereof including (without limitation) applying to postpone so far as legally possible the payment of any Taxation; and 9.3.2 on the written request of the Seller, the sole conduct of any legal proceedings of whatsoever nature arising out of any Third Party ClaimClaim (“Proceedings”) shall be delegated to the Seller. For this purpose, the Buyer shall give or procure to be given to the Seller all such assistance as the Seller may reasonably require and shall appoint such solicitors and other professional advisers as the Seller may nominate to act on behalf of the Buyer or the Company in accordance with the Seller’s instructions. 22.2 In 9.4 Where Proceedings are delegated to the event of a Third Party Claim, the Defendant Party shallSeller in accordance with clause 9.3.2: (a) as soon as reasonably practicable, 9.4.1 the Seller shall keep the Buyer fully and in any event with 10 Business Days promptly informed of the date upon Proceedings, shall consult the Buyer on any matter which the Defendant Party becomes aware is or is likely to be material in relation to any Proceedings and shall take account of all reasonable requirements of the Third Party Claim, give written notice of Buyer in relation to such Third Party Claim to Proceedings; and 9.4.2 the Defaulting Party, specifying in reasonable detail the nature Seller shall not make any settlement or compromise of the Third Party Claim and its connection which is the subject of Proceedings, or agree to any matter in the breach(es) conduct of this Agreement by such Proceedings which may affect the Defaulting Party; (b) keep the Defaulting Party fully informed amount of the progress of, and all material developments liability in relation to, the Third Party Claim; (c) provide the Defaulting Party connection with copies of all information and correspondence relating to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Party: (a) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior consent written approval of the Defaulting PartyBuyer, such approval not to be unreasonably withheld or delayed and provided always that, in the event of the Buyer refusing approval of such settlement or compromise, the Seller shall have no liability in respect of any Claim or Indemnity Claim arising therefrom in excess of the figure at which it could have settled or compromised the relevant Third Party Claim. The Buyer shall be liable for any costs incurred since the proposed date of settlement or compromise. 22.5 The Defaulting Party 9.5 Where the Seller takes over the conduct of any Proceedings pursuant to the provisions of clause 9.3.2, the Seller shall indemnify and secure the Defendant Party Buyer to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant Buyer as a consequence of any actions taken at the request of the Defaulting Party in accordance with this Seller pursuant to clause 229.3. 22.6 The provisions 9.6 If the Buyer (or relevant member of clause 22 shall not apply in relation to a Third Party Claim if and the Buyer’s Group) can show to the extent reasonable satisfaction of the Seller that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct merits and quantum of the Third Party Claim are such that it would be unreasonable for such action to be taken given the likely detrimental effect to its (or the Buyer’s Group) reputation or goodwill or significantly increase its potential liability in relation to such Third Party Claim, the suggested action shall not be required to be taken in relation to such Third Party Claim. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

Conduct of Third Party Claims. 22.1 The provisions of this clause 22 shall apply in the event 5.1 Subject to paragraph 5.2, if an indemnified party actually becomes aware of any circumstance which may reasonably be expected to give rise to a claim from a Third Party which in turn may give rise to a Claim (other than a Claim set forth on Part E (Purchaser Conduct) on Schedule 42 (Certain Litigation Liabilities) or a Tax Claim) (a "Third Party Claim"), the indemnified party shall as soon as reasonably practicable (but in any event within twenty (20) Business Days) of becoming so aware and determining in its reasonable discretion that it may give rise to such a Claim give written notice thereof (including reasonable particulars of each such Third Party Claim or circumstance) to the indemnifying party; provided that the failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any indemnification obligation or other Liability that it may have to such indemnified party, except to the extent that the indemnifying party shall have been actually and materially prejudiced as a direct result of such failure. 22.2 5.1.1 To the extent that an indemnifying party is defending or prosecuting the relevant Third Party Claim pursuant to and in accordance with paragraphs 5.1.3 and 5.1.4 below, the indemnified party shall not make any admission of Liability, or any agreement or compromise with any Person in relation thereto without the prior written consent of the indemnifying party (not to be unreasonably withheld, conditioned, or delayed). 5.1.2 In the event the indemnifying party chooses to defend or prosecute the relevant Third Party Claim pursuant to paragraph 5.1.3 below, the Parties shall reasonably cooperate and shall cause their respective Affiliates to reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the provision to the indemnifying party and its Representatives access (during normal business hours and without causing undue interference to the indemnifying party's operations) to the premises, directors and employees who have knowledge of the relevant information material to the Third Party Claims, as the case may be, and access to any relevant Records within each Party's control (to the extent the same are permitted by Law, not otherwise subject to any attorney-client privilege, and not subject to confidentiality obligations) to allow the indemnifying party and its Representatives to examine the same at the indemnifying party's own expense, in each case subject to the indemnifying party and its Representatives agreeing to (i) keep all such information confidential and to use it only for the purpose of assessing the Third Party Claim and (ii) pay all reasonable Third Party costs and expenses incurred by the indemnified party in connection therewith. 5.1.3 Upon written notice delivered to the indemnified party within ten (10) days following the indemnifying party's receipt of the indemnified party's notice of a Third Party Claim, the Defendant Party shall: indemnifying party may choose (abut shall not be obligated) as soon as reasonably practicable, and in any event with 10 Business Days of to assume the date upon which the Defendant Party becomes aware of the Third Party Claim, give written notice of such Third Party Claim to the Defaulting Party, specifying in reasonable detail the nature defense or prosecution of the Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Party; (b) keep the Defaulting Party fully informed take such action on behalf of the progress ofindemnified party as the indemnifying party deems reasonably necessary or desirable to dispute, and all material developments in relation todefend, the Third Party Claim; (c) provide the Defaulting Party appeal, contest or deny any claim or Liability with copies of all information and correspondence relating respect to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s requestprovided that, without prejudice to the limitations set out in this Agreement, (i) the indemnifying party has irrevocably acknowledged in writing its unconditional obligation to indemnify the indemnified party for any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party Damages and reasonable costs with respect to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon , (ii) the Defendant Party: indemnified party shall have the right to participate in the investigation, defense or prosecution thereof and to employ counsel, at its own expense, separate from the counsel employed by indemnifying party, (aiii) fully cooperating with the Defaulting Party in any response indemnifying party shall be liable for the reasonable and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior consent of the Defaulting Party. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges documented fees and expenses that are reasonably and properly incurred by the Defendant as indemnified party (including for engagement of its Representatives, including counsel) for any period during which the indemnifying party has not assumed the defense or prosecution thereof (but, subject to paragraph 5.1.4 below, not after the indemnifying party has assumed the defense or prosecution thereof) and (iv) the indemnifying party shall keep the indemnified party informed on a consequence of any actions taken at the request regular and current basis of the Defaulting Party in accordance progress of such defense and prosecution and provide the indemnified party with this clause 22. 22.6 The provisions copies of clause 22 shall not apply all relevant documents and such other relevant information as the indemnified party may reasonably request in relation to a Third Party Claim if and to the extent that the application of them would render any policy of insurance maintained by such defense or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claimprosecution. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to 5.1.4 Notwithstanding the extent that foregoing, the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party indemnifying party shall not have any right of set-off (howsoever arising) in respect be entitled to assume the defense or prosecution of any Third Party Claim and all sums payable shall cease to have the right to control the investigation, defense or prosecution of such Third Party Claim after its assumption of the same (and shall, without prejudice to the limitations set out in this Agreement, be liable for the Damages and reasonable costs incurred by the Defendant indemnified party in defending or prosecuting such Third Party Claim, including fees and any other Party expenses of its Representatives (including counsel)) if the Defaulting PartyThird Party Claim (i) seeks an order, injunction or other non-monetary or equitable relief or relief for other than money damages against an indemnified party, (ii) involves a conflict of interest, which exists or would reasonably be expected to arise in the event the indemnifying party elects to control or defend any Third Party Claim, (iii) relates to or arises in connection with any criminal proceeding, (iv) involves a dispute with a Person that has a former, current or potential material business relationship with the Divestment Business or Retained Business (as applicable), (v) involves environmental matters, (vi) would reasonably be expected to result in Damages and reasonable costs which, together with all prior indemnifications made, agreed to be made or required to be made by the indemnifying party, would exceed the maximum amount for which the indemnifying party is responsible with respect to such Third Party Claim, or (vii) at the time of assumption of such defense or prosecution and thereafter, the indemnifying party fails to demonstrate its ability to conduct the investigation, defense or prosecution actively and diligently. The indemnifying party shall only be authorized to settle, compromise or discharge, or consent to a settlement of, or the entry of any judgment arising from or with respect to, any Third Party Claim, without the consent of any indemnified party if the terms of such settlement, compromise, discharge or judgement, as applicable, (i) consists solely of monetary damages for which the indemnified parties are entitled to full indemnification under this Agreement and for which the indemnifying party agrees in writing to pay (and pays) concurrently with the effectiveness of such settlement, judgment, compromise, or discharge, (ii) does not impose on any indemnified party or any of its Affiliates any continuing obligation, (iii) would not reasonably be expected to have a future adverse effect on any indemnified party or any of its Affiliates, (iv) includes, as a condition thereto, a binding, written unconditional irrevocable complete release of the indemnified parties and their respective Affiliates from all Liability with respect to such claim given by each claimant or plaintiff to such claim, (v) does not impose injunctive or other equitable relief against any indemnified party or any of its Affiliates, and (vi) does not contain a finding or admission of any wrongdoing, Liability or violation of applicable Law or violation or acknowledgment of any rights of any Person by any indemnified party or any of its Affiliates. Except as provided in the preceding sentence, no indemnifying party or any of its Affiliates shall settle or consent to the entry of any judgment without the prior approval of the indemnified parties. 5.2 To the extent the Liabilities of any Group Company under any Third Party Claim would be Liabilities set forth on Part F (Seller Conduct) of Schedule 42 (Certain Litigation Liabilities): 5.2.1 without prejudice to the remaining provisions of paragraph 5.1 of this Schedule, the Purchaser shall not be required to give notice to the Seller of such Third Party Claim pursuant to paragraph 5.1; and 5.2.2 the Seller shall be paid in full without set-offdeemed to have chosen to assume the defense or prosecution of such Third Party Claim, counterclaim or other deductionand paragraph 5.1 shall apply accordingly. 22.9 5.3 Neither the Defendant Party Purchaser nor any Group Company shall be entitled to recover damagesmake any admission of Liability, or obtain paymentany agreement or compromise with any Third Party, reimbursement, restitution in relation to any claim from such Third Party to the extent all or indemnity more than once in respect part of any Liability under such claim would be a liability set forth on Part G (Seller Consent) of Schedule 42 (Certain Litigation Liabilities) without the prior written consent of the same lossSeller (not to be unreasonably withheld, shortfallconditioned, damage, deficiency, breach or other event or circumstancedelayed).

Conduct of Third Party Claims. 22.1 The provisions of (a) Where the District is entitled to make a claim under this clause 22 shall apply Agreement against the Developer in the event of any Third Party Claim. 22.2 In the event of relation to a Third Party Claim, the Defendant Party shall: (a) as soon as reasonably practicable, and in any event with 10 Business Days District shall give notice of the date upon which relevant claim to the Defendant Party becomes aware Developer promptly, setting out the full particulars of the Third Party Claim, give written notice of such Third Party Claim to the Defaulting Party, specifying in reasonable detail the nature of the Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Party;claim. (b) keep If the Defaulting Party fully informed District receives notice of a claim or otherwise has actual knowledge of a claim that it believes is within the scope of the progress ofindemnities under Section 34.1 (Indemnity), and all material developments in relation to, if the District gives notice thereof pursuant to Section 34.4(a) (Conduct of Third Party Claim;Claims), then the District shall have the right to conduct its own defense unless either an insurer accepts defense of the claims within the time required by Applicable Law or the Developer accepts the tender of the claim in accordance with Section 34.4(d) (Conduct of Third Party Claims). (c) provide If the Defaulting insurer under any applicable Insurance Policy accepts the tender of defense, the District and the Developer shall cooperate in defense as required by the Insurance Policy. If no insurer under potentially applicable Insurance Policies provides defense, then Section 34.4(d) (Conduct of Third Party with copies of all information and correspondence relating Claims) shall apply. (d) If the defense is tendered to the Third Party Claim; and 22.3 The Defaulting Party shall joinDeveloper, upon Defendant Party’s request, any discussions or dispute settlement procedure then within thirty (whether amicable, judicial or arbitrational30) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence days after receipt of the Defaulting tender it shall notify the Indemnified Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon whether it has tendered the Defendant Partymatter to an insurer and, if not tendered to an insurer or if the insurer has rejected the tender, shall deliver a notice stating that the Developer: (ai) fully cooperating with Accepts the Defaulting Party in tender of defense and confirms that the claim is subject to full indemnification hereunder without any response and defence as reasonably required; and“reservation of rights” to deny or disclaim full indemnification thereafter; (bii) not entering into any settlement or acknowledging Accepts the existence or grounds tender of the Third Party Claim without the prior consent defense but with a “reservation of the Defaulting Party. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply in relation to a Third Party Claim if and to the extent that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy rights” in whole or in part; or (iii) Rejects the tender of defense based on a determination that it is not required to indemnify against the claim under the terms of this Agreement. (e) If the Developer accepts the tender of defense under Section 34.4(d)(i) (Conduct of Third Party Claims), the Office of the Attorney General for the District of Columbia shall select legal counsel for the District, and the Developer shall otherwise select legal counsel for the Indemnified Party (in each case as applicable) and shall control the defense of such claim, including settlement, and bear the fees and costs of defending and settling such claim. During such defense: (i) The Developer shall fully and regularly inform the Indemnified Party of the progress of the defense and of any settlement discussions; and (ii) The Indemnified Party shall fully cooperate in said defense, provide to the Developer all materials and access to personnel it requests as necessary for defense, preparation and trial and which or who are under the control of or reasonably available to the Indemnified Party, and maintain the confidentiality of all communications between it and the Developer concerning such defense. (f) If the Developer responds to the tender of defense as specified in Section 34.4(d)(iii) (Conduct of Third Party Claims), the Office of the Attorney General for the District of Columbia shall defend or select the relevant legal counsel and otherwise control the defense of such claim, including settlement. (g) Notwithstanding Sections 34.4(d)(i) and 34.4(d)(ii) (Conduct of Third Party Claims), the Indemnified Party may revocably assume its own defense at any time by delivering to the Developer notice of such election and the reason therefor, if the Indemnified Party, at the time it gives notice of the claim or at any time thereafter, reasonably determines that: (i) A conflict exists between it and the Developer, which prevents or potentially prevents the Developer from presenting a full and effective defense; (ii) The Developer is not otherwise providing an effective defense in connection with the claim; or (iii) The Developer lacks the financial capacity to satisfy potential liability or to provide an effective defense. (h) If the Indemnified Party is entitled and elects to conduct its own defense pursuant hereto of a claim for which it is entitled to indemnification, the Developer shall reimburse on a current basis all reasonable costs and expenses the Indemnified Party incurs in investigating and defending such claim. If the Indemnified Party is entitled to and elects to conduct its own defense, then: (i) In the case of a defense that otherwise would be conducted under Section 34.4(d)(i) (Conduct of Third Party Claims), the Indemnified Party shall have the right to settle or compromise the claim with each of the Developer’s and the Developer’s relevant insurer(s)’ prior written consent, which, in each case, shall not be unreasonably withheld or delayed; (ii) In the case of a defense that otherwise would be conducted under Section 34.4(d)(ii) (Conduct of Third Party Claims), the Indemnified Party and the Developer shall consult with each other on a regular basis to determine whether settlement is appropriate and, subject to the right of any insurer providing coverage for the claim under a policy required under this Agreement, the Indemnified Party shall have the right to settle or compromise the claim with the Developer’s prior written consent (such consent not to be unreasonably withheld, conditioned, or in delayed) without prejudice to the event that Indemnified Party’s rights to be indemnified by the Developer; and (iii) In the case of a relevant defense conducted under Section 34.4(d)(iii) (Conduct of Third Party Claims), the Indemnified Party shall, subject to the rights of any insurer exercises its providing coverage for the claims under a policy required under this Agreement, have the right to take over conduct settle or compromise the claim without the Developer’s prior written consent and without prejudice to its rights to be indemnified by the Developer. (i) If the claim is resolved in favor of the Third Indemnified Party Claim. 22.7 The Defaulting and the Indemnified Party has recovered its costs and expenses as a result of such favorable resolution for which it has been previously reimbursed by the Developer, the Developer shall be entitled to recover from the Indemnified Party the costs and expenses for which the Developer has previously reimbursed such Indemnified Party; provided an Indemnified Party shall have no liability in respect affirmative obligation to pursue recovery of such costs and expenses from any party other than the Developer. (j) A refusal of, or failure to accept, a tender of defense, as well as any Dispute over whether an Indemnified Party that has assumed control of defense is entitled to do so under Section 34.4(g) (Conduct of Third Party Claim Claims), shall be resolved according to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 Dispute Resolution Procedures. The Defendant Party shall not have any right of set-off (howsoever arising) in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) under this Agreement Developer shall be paid entitled to contest an indemnification claim and pursue, through the Dispute Resolution Procedures, recovery of defense and indemnity payments it has made to or on behalf of the Indemnified Party. In the event an Indemnified Party initiates litigation in full without set-offorder to enforce its right to indemnification and prevails, counterclaim or in addition to all other deduction. 22.9 Neither obligations hereunder, the Defendant Indemnified Party shall be entitled to recover damagesall of its costs and expenses, or obtain paymentincluding but not limited to expert fees, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstanceassociated with such action.

Conduct of Third Party Claims. 22.1 8.1 The provisions of this clause 22 Buyer shall apply or procure that the Company or the relevant Subsidiary shall inform the Warrantors in the event writing of any claim by any third party (Third Party Claim) which comes to the notice of the Buyer or any other member of the Buyer’s Group whereby it appears that the Warrantors are likely to become liable under any Claim within seven days from the day on which such Third Party Claim comes to the notice of the Buyer or other member of the Buyer’s Group provided however that failure to give such notification shall not affect the Warrantors’ liability hereunder save to the extent the Warrantors have been prejudiced as a result of such failure. 22.2 In 8.2 Subject to the event Buyer being indemnified and secured to its reasonable satisfaction in accordance with paragraph 8.4 of a Third Party Claimthis Schedule, and to the Defendant Party shallextent legally permissible: (a) as soon as reasonably practicablethe Buyer shall, and in shall procure that the Company and any event with 10 Business Days of the date upon which Subsidiaries shall, take such action and give such information and assistance as the Defendant Party becomes aware of the Third Party ClaimWarrantors may reasonably request in writing to avoid, give written notice of such Third Party Claim to the Defaulting Partydispute, specifying in reasonable detail the nature of the resist, mitigate, compromise, or defend any Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Party; (b) keep the Defaulting Party fully informed of the progress of, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, appeal against any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party judgment given in respect thereof including (without limitation) applying to postpone so far as legally possible the payment of such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Party: (a) fully cooperating with the Defaulting Party in any response and defence as reasonably requiredTaxation; and (b) on the written request of the Warrantors, the sole conduct of any legal proceedings of whatsoever nature arising out of any Third Party Claim (Proceedings) shall be delegated to the Warrantors. For this purpose, the Buyer shall give or procure to be given to the Warrantors all such assistance as the Warrantors may reasonably require and shall appoint such solicitors and other professional advisers as the Warrantors may nominate to act of behalf of the Buyer or the Company or any of the Subsidiaries in accordance with the Warrantors’ instructions. 8.3 Where Proceedings are delegated to the Warrantors in accordance with paragraph 8.2(b) of this Schedule: (a) the Warrantors shall keep the Buyer fully and properly informed of the Proceedings, shall consult with the Buyer on any matter which is or is likely to be material in relation to any Proceedings and shall take account of all reasonable requirements of the Buyer in relation to such Proceedings; and (b) the Warrantors shall not entering into make any settlement or acknowledging the existence or grounds compromise of the Third Party Claim which is the subject of Proceedings, or agree to any matter in the conduct of such Proceedings which may affect the amount of the liability in connection with such Third Party Claim without the prior consent approval of the Defaulting PartyBuyer, such approval not to be unreasonably withheld or delayed, and provided always that, in the event of the Buyer refusing approval of such settlement or compromise, the Warrantors shall have no liability in respect of any Claim arising therefrom in excess of the figure at which it could have settled or compromised the Third Party Claim and the Buyer shall be liable for any costs incurred since the proposed date of settlement or compromise. 22.5 The Defaulting Party 8.4 Where the Warrantors take over the conduct of any Proceedings pursuant to the provisions of paragraph 8.2(b) of this Schedule, the Warrantors who made the request under paragraph 8.2(b) of this Schedule shall indemnify and secure the Defendant Party Buyer to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant Buyer as a consequence of any actions taken at the request of those Warrantors pursuant to paragraph 8.2(b) of this Schedule; provided that if the Defaulting Party balance then standing to the credit of the Escrow Retention Account is sufficient to cover the costs, charges and expenses referred to in this paragraph 8.4 no further security will be required from the Warrantors. 8.5 For a period of 15 Business Days after the date of the notice sent by or on behalf of the Buyer to the Warrantors pursuant to paragraph 8.1 of this Schedule and, where Proceedings are delegated to the Warrantors in accordance with paragraph 8.2(b) of this clause 22. 22.6 The provisions Schedule until such Proceedings are settled or determined by a court of clause 22 competent jurisdiction from which there is no right of appeal or from whose judgment the parties to such Proceedings are debarred by passage of time or otherwise from making an appeal, the Buyer shall not apply in relation to a Third Party Claim if and to the extent shall procure that the application Company and any relevant Subsidiary shall not make any admission, settlement or compromise of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by agree to any matter in the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect conduct of any Proceedings which may affect the amount of the liability in connection with such Third Party Claim and all sums payable by without the Defendant Party and any other Party (including the Defaulting Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect prior approval of the same loss, shortfall, damage, deficiency, breach or other event or circumstanceWarrantors.

Conduct of Third Party Claims. 22.1 The provisions of this clause 22 (i) Whenever a claim for indemnification shall apply in the event of any Third Party Claim. 22.2 In the event of a Third Party Claim, the Defendant Party shall: (a) as soon as reasonably practicable, and in any event with 10 Business Days of the date upon which the Defendant Party becomes aware of the Third Party Claim, give written notice of such Third Party Claim to the Defaulting Party, specifying in reasonable detail the nature of the Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Party; (b) keep the Defaulting Party fully informed of the progress of, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out arise under this Agreement is conditional upon the Defendant Party: (a) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior consent of the Defaulting Party. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply in relation to a Third Party Claim if and to the extent that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased Section 13 as a result of a failure by third-party claim, the Defendant party seeking indemnification (the “Indemnified Party”), shall notify the party from whom such indemnification is sought (the “Indemnifying Party”) in writing of claim and the facts constituting the basis for such claim in reasonable detail; (ii) Such Indemnifying Party shall have the right to act retain the counsel of its choice in accordance connection with such claim and to participate at its own expense in the defense of any reasonable request or direction given by such claim; provided, however, that counsel to the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Indemnifying Party shall not (except with the consent of the relevant Indemnified Party) also be counsel to such Indemnified Party. In no event shall the Indemnifying Party be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Notwithstanding anything to the contrary in the foregoing, (A) if defendants in any action include any Indemnified Party and any Indemnifying Party, and any Indemnified Party shall have been advised by its counsel that there may be material legal defenses available to such Indemnified Party inconsistent with those available to the Indemnifying Party, the Indemnified Party shall have the right to employ its own counsel in such action, and in such case the fees and expenses of the Indemnified Party’s counsel shall be borne by such Indemnified Party and (B) if a conflict of interest exists between any Indemnified Party and any such Indemnifying Party with respect to such claim or the defense thereof, the Indemnified Party shall have the right to employ its own counsel in such action, and in such case the fees and expenses of set-off the Indemnified Party’s counsel shall be borne by the Indemnifying Party; and (howsoever arisingiii) No Indemnifying Party shall, without the prior written consent of the Indemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) which indemnification could be sought under this Agreement shall be paid in full without set-offSection 13 unless such settlement, counterclaim compromise or other deductionconsent (A) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

Conduct of Third Party Claims. 22.1 The provisions of this clause 22 Indemnified Party shall apply in notify the event Indemnifying Party of any Third Third-Party Claim. 22.2 In Claim that might entitle the event Indemnified Party to Indemnification, as a result of a Third Party Claim, Loss under this Agreement. Such notification (the Defendant Party shall: “Claim Notice”) shall be made on the terms of Section 9.1 within (a) as soon as reasonably practicable, and in any event with 10 15 (fifteen) Business Days of the date upon which a Claim brought by a Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement (the Defendant “Third-Party becomes aware Claim”) comes to the attention of the Third Indemnified Party Claim, give written notice or (b) the period that is up to one-third of such Third the legal timeframe to file defenses or counterclaims against the Third-Party Claim to in question (the Defaulting Party“Defense”), specifying in reasonable detail whichever happens first. The Claim Notice shall describe the nature of the Third Third-Party Claim in reasonable detail and its connection to shall indicate the breach(es) estimated amount, if practicable, of this Agreement the Loss that has been or may be sustained by the Defaulting Indemnified Party;. Such estimated amount shall in no way limit the Indemnified Party’s right to recover any amount of Losses over such estimate. (a) The Indemnifying Party may conduct the Defense in any Third-Party Claim, at the Indemnifying Party’s sole cost and expense and by a counsel chosen by the Indemnifying Party. In order to assume the Defense, the Indemnifying Party shall notify the Indemnified Party within 3 (three) Business Days from the date in which the Claim Notice was received informing that it will assume the Defense. (b) keep In case the Defaulting Indemnifying Party fully informed opts not to conduct the Defense, or fails to notify the Indemnified Party within the term set forth in Section 6.5 above, the Indemnified Party shall conduct the Defense, provided that (i) the fees of the progress ofattorneys hired to conduct the Defense shall be reasonable and compatible with market practice, (ii) no settlement may be made without the prior written consent of the Indemnifying Party, and all material developments in relation to(iii) the Indemnified Party will lose its right for Indemnification if it, directly or by its lawyers, lose any deadline for the Third Party Claim;presentation of any instrument of Defense. (c) provide The Indemnified Party and the Defaulting Indemnifying Party with copies of agree to make available to each other, their counsel and other representatives, all information and correspondence relating documents available to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, them which relate to any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Third-Party Claim. Any failure The Indemnified Party and the Indemnifying Party also agree to ensure that their representatives shall render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate Defense of any such Third-Party Claim, including the granting of powers of attorneys, the retention, and the provision to the Indemnifying Party, of records and information relevant to such Third-Party Claim, and making its employees available to provide information and explanation of any materials provided hereunder. (d) The Indemnifying Party shall be free to settle any Third-Party Claim that requires only the payment of monetary damages without the consent of the Indemnified Party. If any settlement involves damages other than monetary damages or requires an admission of guilt or wrongdoing by the Defendant Indemnified Party, then the Indemnifying Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of settle such Third Party Claim. 22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Party: (a) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Third-Party Claim without the prior consent of the Defaulting Indemnified Party, such consent not to be unreasonably withheld. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred (e) Attorney fees (sucumbências) eventually granted by the Defendant as a consequence of any actions taken at court will revert to the request benefit of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply in relation to a Third Party Claim if and to who conducted the extent that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Third-Party Claim. 22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure by the Defendant Party to act in accordance with any reasonable request or direction given by the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Party shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

Conduct of Third Party Claims. 22.1 The provisions of this clause 22 shall apply in the event of any Third Party Claim. 22.2 In the event of a Third Party Claim, the Defendant Party shall: (a) as soon as reasonably practicableA party entitled to indemnification hereunder (each, and in any event with 10 Business Days of the date upon which the Defendant Party becomes aware of the Third Party Claim, an "Indemnified Party") shall give written notice of such Third Party Claim to the Defaulting party indemnifying it (the "Indemnifying Party, specifying in reasonable detail the nature of the Third Party Claim and its connection to the breach(es") of this Agreement any claim with respect to which it seeks indemnification promptly after the discovery by such Indemnified Party of any matters giving rise to a claim for indemnification; provided that the Defaulting Party; (b) keep the Defaulting Party fully informed failure of the progress of, and all material developments in relation to, the Third Party Claim; (c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and 22.3 The Defaulting Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Indemnified Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) give notice as provided herein shall not limit relieve the right Indemnifying Party of defence of the Defaulting Party in respect of such Third Party Claim. 22.4 Any hold harmless obligation set out its obligations under this Agreement is conditional upon the Defendant Party: (a) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and (b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior consent of the Defaulting Party. 22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22. 22.6 The provisions of clause 22 shall not apply in relation to a Third Party Claim if Section 13.2 unless and to the extent that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim. 22.7 The Defaulting Indemnifying Party shall have no liability been actually prejudiced by the failure of such Indemnified Party to so notify such party. Such notice shall describe in respect of a Third Party Claim reasonable detail such claim to the extent that the liability pursuant to the relevant Third Party Claim arises or is increased as a result of a failure known by the Defendant Party to act in accordance with Indemnified Party. In case any reasonable request such action, suit, claim or direction given by proceeding is brought against an Indemnified Party, the Defaulting Party in accordance with this clause 22. 22.8 The Defendant Party shall not have any right of set-off (howsoever arising) in respect of any Third Party Claim and all sums payable by the Defendant Party and any other Party (including the Defaulting Party) under this Agreement shall be paid in full without set-off, counterclaim or other deduction. 22.9 Neither the Defendant Indemnified Party shall be entitled to recover damageshire counsel, at the cost and expense of the Indemnifying Party, and to conduct the defense thereof; provided, however, that the Indemnifying Party shall only be liable for the legal fees and expenses of one (1) law firm for all Indemnified Parties, taken together with regard to any single action or obtain paymentgroup of related actions, reimbursementupon agreement by the Indemnified Parties and the Indemnifying Parties. If the Indemnifying Party assumes the defense of any claim, restitution all Indemnified Parties shall thereafter deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Parties relating to the claim, and any Indemnified Party shall cooperate in the defense or indemnity more than once prosecution of such claim. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such claim, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not be liable for any settlement of any action, (b) suit, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. The Indemnifying Party further agrees that it will not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise (1) includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding, (2) provides solely for the same loss, shortfall, damage, deficiency, breach payment of money damages and not any injunctive or equitable relief or criminal penalties and (3) does not create any financial or other event obligation on the part of an Indemnified Party which would not be indemnified in full by the Indemnifying Party. (c) The indemnity provided for in this Section 13.2 shall not be the sole and exclusive remedy of the Indemnified Parties after the Closing for any inaccuracy of any of the representations and warranties contained in this Agreement or circumstanceany other breach of any covenant or agreement contained in this Agreement. No party to this Agreement (or any of its Affiliates) shall, in any event, be liable or otherwise responsible to any other party (or any of its Affiliates) for any punitive damages of such other party (or any of its Affiliates) arising out of or relating to this Agreement or the performance or breach hereof.