Common use of Defence of Claims Clause in Contracts

Defence of Claims. (a) The indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selection, to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party and reimburses t he indemnified P arty f or the reasonable co sts an d expenses incurred b y t he indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this Clause, the indemnified Party shall have the right, but not t he obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he reasonable costs an d ex pense t hereof shall b e s ubject t o the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aim, suit, action or pr oceeding, the indemnifying Party shall reimburse the indemnified Party f or the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle or co mpromise an y su ch c laim, action, suit o r proceeding without the prior written consent of the other Party, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following the acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall b e a t t he e xpense of s uch indemnified P arty, when a nd a s incurred, u nless ( i) the employment of counsel by such indemnified P arty ha s b een a uthorised in writing b y t he indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween the indemnifying Party a nd the indemnified Party in the conduct o f t he d efence of s uch action, ( iii) the i ndemnifying Party s hall not i n f act have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which are different from or additional to t hose available t o t he indemnifying Party or t hat s uch c laim, action, s uit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Contract. If (ii), (iii) or (iv) of the preceding sentence shall be applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he right t o di rect the de fence of such claim, a ction, s uit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. (a) 15.5.1 The indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selectionoption, to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, subject selection reasonably satisfactory to the prior approval of the indemnified Party; provided, however, provided it gives prompt notice Notice of its intention to do so to the indemnified Party and reimburses t he the indemnified P arty f or Party for the reasonable co sts an d costs and expenses incurred b y t he by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) 15.5.2 Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this ClauseClause 15.6.1, the indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party alleged or asserted against such the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he and the reasonable costs an d ex pense t hereof thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) 15.5.3 Upon assumption by the indemnifying Party of the control of the defence of a cl aimclaim, suit, action or pr oceedingproceeding, the indemnifying Party shall reimburse the indemnified Party f or for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle or co mpromise an y su ch c laim, action, suit o r proceeding without the prior written consent of the other Party, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) 15.5.4 Following the acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such actionclaim, suit, action or proceeding, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s and as incurred, u nless ( unless (i) the employment of counsel by such indemnified P arty ha s b een a uthorised Party has been authorised in writing b y t he by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch the defence of such action, ( (iii) the i ndemnifying indemnifying Party s hall shall not i n f act in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which are different from or additional to t hose available t o t he indemnifying Party or t hat s uch c laim, action, s uit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Contract. If (ii), (iii) or (iv) of the preceding sentence shall be applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he right t o di rect the de fence of such claim, a ction, s uit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.or

Defence of Claims. (a) 1.62.1 The indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selection, to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party and reimburses t he indemnified P arty f or the reasonable co sts an d expenses incurred b y t he indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this Clause, the indemnified Indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with counsel of its own selection, litigate any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party alleged or asserted against such Party party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he reasonable costs an d ex pense t hereof shall b e s ubject t o the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aim, suit, action or pr oceeding, the indemnifying Party shall reimburse the indemnified Party f or the hereunder and their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the indemnified full extent provided by this Article, the Indemnifying Party in shall be entitled, at its option, to assume and control the defence of the such claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle or co mpromise an y su ch c laim, action, suit o r or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the other Party, provided, however, that after agreeing in writing Indemnified Party unless the Indemnifying Party provides such security to indemnify the indemnified PartyIndemnified Party as shall be reasonably required by the Indemnified Party to secure, the indemnifying loss to be indemnified hereunder to the extent so compromised or settled. 1.62.2 If the Indemnifying Party may has exercised its rights under Clause 1.61.5 above, the Indemnified Party shall not be entitled to settle or compromise any claim claim, action, suit or proceeding without the approval prior written consent of the indemnified PartyIndemnifying Party (which consent shall not be unreasonably withheld or delayed). (e) Following 1.62.3 If the acknowledgement of Indemnifying Party exercises its rights under Clause 1.61.5 above, then the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch indemnified P artysuch Indemnified Party, when a nd a s and as incurred, u nless ( iunless -- a) the employment of counsel by such indemnified P arty ha s b een a uthorised party has been authorised in writing b y t he indemnifying by the Indemnifying Party, (ii; or b) the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween between the indemnifying Indemnifying Party a nd and the indemnified Indemnified Party in the conduct o f t he d efence of s uch the defence of such action, ( iii; or c) the i ndemnifying Indemnifying Party s hall shall not i n f act in fact have employed independent counsel reasonably satisfactory to the indemnified Indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Indemnified Party, or (iv; or d) the indemnified Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either -- (i) that there may be specific defences available to it which are different from or additional to t hose those available t o t he indemnifying Party or t hat s uch c laimto the Indemnifying Party; or (ii) that such claim, action, s uit suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Contract. If Agreement, Provided that if sub-clauses (iib), (iiic) or (ivd) of the preceding sentence Clause 1.62.3 shall be applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he Indemnified Party shall have the right t o di rect to direct the de fence defence of such claim, a ctionaction, s uit suit or proceeding on behalf of the indemnified Indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. (a) The indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selectionoption, to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior approval of selection and the indemnified Party; providedParty shall provide it with a power of attorney if required for this purpose, however, provided it gives prompt notice Notice of its intention to do so to the indemnified Party and reimburses t he the indemnified P arty f or Party for the reasonable co sts an d costs and expenses incurred b y t he by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this ClauseArticle 16.6(a), the indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party alleged or asserted against such the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he and the reasonable costs an d ex pense t hereof thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aimclaim, suit, action or pr oceedingproceeding, the indemnifying Party shall reimburse the indemnified Party f or for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s 's acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle or co mpromise an y su ch c laim, action, suit o r proceeding without the prior written consent of the other Party, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following the acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party party shall have the right to employ its own counsel and such counsel may participate in such actionclaim, suit, action or proceeding, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s and as incurred, u nless ( unless (i) the employment of counsel by such indemnified P arty ha s b een a uthorised Party has been authorised in writing b y t he by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch the defence of such action, ( (iii) the i ndemnifying indemnifying Party s hall shall not i n f act in fact have employed independent counsel reasonably satisfactory to the indemnified Party party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which that are different from or additional to t hose those available t o t he to the indemnifying Party or t hat s uch c laimthat such claim, action, s uit suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this ContractAgreement. If clauses (ii), (iii) or (iv) of the preceding sentence shall be applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he Party shall have the right t o di rect to direct the de fence defence of such claim, a ctionaction, s uit suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder, subject to the indemnification obligations of the indemnifying Party hereunder.

Defence of Claims. (a) The indemnifying Party shall be entitledParty, at its option and e xpense expense and with counsel of its selection, shall be entitled to assume and control the defence of such any claim, action, suit or proceeding at its expense with counsel expense, within the ambit of its selectionSection 11.1, subject to the prior approval of the indemnified Party’s prior written approval; provided, however, it gives prompt notice of its intention to do so to the indemnified Party of its intention so, to do, and reimburses t he the indemnified P arty f or the Party for reasonable co sts an d costs and expenses incurred b y t he by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this ClauseSection 11.4(a), the indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party, alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he hereunder and the reasonable costs an d ex pense t hereof and expense thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aimclaim, suit, action or pr oceedingproceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party f or the for reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement acknowledgment of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle entitled to settle or co mpromise an y su ch c laimcompromise any such claim, action, suit o r or proceeding without the other Party’s prior written consent of the other Party, consent; provided, however, that after agreeing in writing to indemnify the indemnified PartyParty as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following the acknowledgement acknowledgment of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s and as incurred, u nless ( unless (i) the employment of counsel by such indemnified P arty ha s b een a uthorised Party has been authorized in writing b y t he by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch the defence of such action, ( (iii) the i ndemnifying indemnifying Party s hall shall not i n f act in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which that are different from or additional to t hose those available t o t he to the indemnifying Party or t hat s uch c laimthat such claim, action, s uit suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this ContractAgreement. If In the event that clauses (ii), (iii) or (iv) of the preceding sentence shall be are applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he Party shall have the right t o di rect to direct the de fence defence of such claim, a ctionaction, s uit suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements of to such counsel shall constitute legal or other expenses hereunderhereunder chargeable to and payable by the indemnifying Party.

Defence of Claims. (a) 15.5.1 The indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selectionoption, to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior approval of the indemnified Party; provided, however, provided it gives prompt notice of its intention to do so to the indemnified Party and reimburses t he the indemnified P arty f or Party for the reasonable co sts an d costs and expenses incurred b y t he by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) 15.5.2 Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this ClauseArticle 15, the indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party alleged or asserted against such the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he and the reasonable costs an d ex pense t hereof thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) 15.5.3 Upon assumption by the indemnifying Party of the control of the defence of a cl aimclaim, suit, action or pr oceedingproceeding, the indemnifying Party shall reimburse the indemnified Party f or for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement acknowledgment of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle or co mpromise an y su ch c laim, action, suit o r proceeding without the prior written consent of the other Party, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) 15.5.4 Following the acknowledgement acknowledgment of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s and as incurred, u nless ( unless (i) the employment of counsel by such indemnified P arty ha s b een a uthorised Party and payment of such counsel by the indemnifying Party has been authorized in writing b y t he by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch action, ( iii) the i ndemnifying Party s hall not i n f act have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which are different from or additional to t hose available t o t he indemnifying Party or t hat s uch c laim, action, s uit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Contract. If (ii), (iii) or (iv) of the preceding sentence shall be applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he right t o di rect the de fence of such claim, a ction, s uit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.of

Defence of Claims. (a) The indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selectionoption, to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior approval of selection and the indemnified Party; providedParty shall provide it with a power of attorney if required for this purpose, however, provided it gives prompt notice Notice of its intention to do so to the indemnified Party and reimburses t he the indemnified P arty f or Party for the reasonable co sts an d costs and expenses incurred b y t he by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this ClauseArticle 16.6(a), the indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party alleged or asserted against such the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he and the reasonable costs an d ex pense t hereof thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aimclaim, suit, action or pr oceedingproceeding, the indemnifying Party shall reimburse the indemnified Party f or for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s 's acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle or co mpromise an y su ch c laim, action, suit o r proceeding without the prior written consent of the other Party, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following the acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party party shall have the right to employ its own counsel and such counsel may participate in such actionclaim, suit, action or proceeding, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s and as incurred, u nless ( unless (i) the employment of counsel by such indemnified P arty ha s b een a uthorised Party has been authorised in writing b y t he by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch action, ( iii) the i ndemnifying Party s hall not i n f act have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which are different from or additional to t hose available t o t he indemnifying Party or t hat s uch c laim, action, s uit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Contract. If (ii), (iii) or (iv) of the preceding sentence shall be applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he right t o di rect the de fence of such claim, a ction, s uit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.,

Defence of Claims. (a) The indemnifying Party shall be entitled, at its option and e xpense expense and with counsel of its selection, to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selectionproceeding, subject to the prior approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party and reimburses t he the indemnified P arty f or Party for the reasonable co sts an d costs and expenses incurred b y t he by the indemnified Party in connection with the defence of such claim, action, suit or proceeding prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this Clauseunder Section 11.4(a), the indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he and the reasonable costs an d ex pense t hereof and expense thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aimclaim, suit, action or pr oceedingproceeding, the indemnifying Party shall reimburse the indemnified Party f or for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement acknowledgment of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle entitled to settle or co mpromise an y su ch c laimcompromise any such claim, action, suit o r or proceeding without the prior written consent of the other Party, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following the acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall b e a t t he e xpense of s uch indemnified P arty, when a nd a s incurred, u nless ( i) the employment of counsel by such indemnified P arty ha s b een a uthorised in writing b y t he indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween the indemnifying Party a nd the indemnified Party in the conduct o f t he d efence of s uch action, ( iii) the i ndemnifying Party s hall not i n f act have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which are different from or additional to t hose available t o t he indemnifying Party or t hat s uch c laim, action, s uit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Contract. If (ii), (iii) or (iv) of the preceding sentence shall be applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he right t o di rect the de fence of such claim, a ction, s uit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.:

Defence of Claims. (a) The indemnifying Party shall be entitledParty, at its option and e xpense expense and with counsel of its selection, shall be entitled to assume and control the defence of such any claim, action, suit or proceeding at its expense with counsel within the ambit of its selectionSection 11.1, subject to the prior approval of the indemnified Party’s prior written approval; provided, however, it gives prompt notice of its intention to do so to the indemnified Party of its intention so, to do, and reimburses t he the indemnified P arty f or the Party for reasonable co sts an d costs and expenses incurred b y t he by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this ClauseSection 11.4(a), the indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party, alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he hereunder and the reasonable costs an d ex pense t hereof and expense thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aimclaim, suit, action or pr oceedingproceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party f or the for reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement acknowledgment of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle entitled to settle or co mpromise an y su ch c laimcompromise any such claim, action, suit o r or proceeding without the other Party’s prior written consent of the other Party, consent; provided, however, that after agreeing in writing to indemnify the indemnified PartyParty as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following the acknowledgement acknowledgment of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s and as incurred, u nless ( unless (i) the employment of counsel by such indemnified P arty ha s b een a uthorised Party has been authorized in writing b y t he by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch the defence of such action, ( (iii) the i ndemnifying indemnifying Party s hall shall not i n f act in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which that are different from or additional to t hose those available t o t he to the indemnifying Party or t hat s uch c laimthat such claim, action, s uit suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this ContractAgreement. If In the event that clauses (ii), (iii) or (iv) of the preceding sentence shall be are applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he Party shall have the right t o di rect to direct the de fence defence of such claim, a ctionaction, s uit suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements of to such counsel shall constitute legal or other expenses hereunderhereunder chargeable to and payable by the indemnifying Party.

Defence of Claims. (a) The 22.6.1 Upon acknowledging in writing its obligation to indemnify an indemnified Party to the extent required pursuant to this Section 22, the indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selection(subject to Section 22.6.4), to assume and control the defence of such claim, action, suit or proceeding at its expense with legal counsel of its selection, subject to the prior reasonable approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party and reimburses t he indemnified P arty f or the reasonable co sts an d expenses incurred b y t he indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) 22.6.2 Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party to the extent required pursuant to this Section 22, and assumes control of the defence of a claim, suit, action or proceeding in accordance with this ClauseSection 22.6.4, the indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with legal counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he and the reasonable costs an d ex pense t hereof and expenses thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by 22.6.3 Neither the indemnifying Party of the control of the defence of a cl aim, suit, action or pr oceeding, the indemnifying Party shall reimburse nor the indemnified Party f or the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle entitled to settle or co mpromise an y su ch c laimcompromise any such claim, action, suit o r or proceeding without the prior written consent of the other Partyother, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may may, subject to Section 22.6.4, settle or compromise any claim without the approval of the indemnified Party. Except where such consent is unreasonably withheld, if a Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other Party, without the prior written consent of the other Party, the other Party shall be excused from any obligation to indemnify the Party making such settlement or compromise in respect of such settlement or compromise. (e) 22.6.4 Following the acknowledgement of the indemnification and the assumption of the defence by the indemnifying PartyParty pursuant to Section 22.6.1, the indemnified Party shall have the right to employ its own counsel and such legal counsel may participate in such action, but the fees and expenses of such legal counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s and as incurred, u nless ( iunless: (A) the employment of legal counsel by such indemnified P arty ha s b een a uthorised Party has been authorised in writing b y t he by the indemnifying Party, Party;‌ (iiB) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch the defence of such action, ( iii; (C) the i ndemnifying indemnifying Party s hall shall not i n f act in fact have employed independent legal counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or ; or (ivD) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which are different from or additional to t hose those available t o t he to the indemnifying Party or t hat s uch c laimthat such claim, action, s uit suit or proceeding involves or could have a material adverse effect upon it the indemnified Party beyond the scope of this ContractAgreement. If any of Section 22.6.4 (iiB), (iiiC)or (D) or (iv) of the preceding sentence shall be are applicable, then legal counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he Party shall have the right t o di rect to direct the de fence defence of such claim, a ctionaction, s uit suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such legal counsel shall constitute reimbursable legal or other expenses hereunder.

Defence of Claims. (a) The indemnifying Party shall be entitled, entitled at its option and e xpense expense and with counsel of its selection, to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, brought by a third party subject to the prior approval of the indemnified Party; : provided, however, it gives prompt notice of its intention to do so to the indemnified Party and reimburses t he the indemnified P arty f or Party for the reasonable co sts an d costs and expenses incurred b y t he by the indemnified Party in connection with the defence of such claim action suit or proceeding prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this Clause, Section 11.4 (a) the indemnified Party shall have the right, right but not t he the obligation, to contest, contest defend and litigate, litigate with counsel of its own selection, any claim, action, action suit or proceeding by any t ▇▇▇▇ pa rty third party alleged or asserted against such indemnified Party in respect of, of resulting from, from related to or arising out of any matter for which it is entitled to be he indemnified hereunder, an d t he hereunder and the reasonable costs an d ex pense t hereof and expense thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aimclaim, suit, action or pr oceeding, proceeding the indemnifying Party shall reimburse the indemnified Party f or for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s 's acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle or co mpromise an y su ch c laim, action, suit o r proceeding without the prior written consent of the other Party, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following the acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s and as incurred, u nless ( unless (i) the employment of counsel by such indemnified P arty ha s b een a uthorised Party has been authorized in writing b y t he by the indemnifying Party, ; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch the defence of such action, ( ; (iii) the i ndemnifying indemnifying Party s hall shall not i n f act in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, ; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which are different from or additional to t hose those available t o t he to the indemnifying Party or t hat s uch c laimthat such claim, action, s uit suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this ContractAgreement. If clause (ii), (iii) or (iv) of the preceding sentence shall be is applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he Party shall have the right t o di rect to direct the de fence defence of such claim, a ctionaction, s uit suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selectionoption, to assume and control the defence of such claim, action, suit or proceeding at its expense with and through counsel of its selection, subject to the prior approval of the indemnified Party; provided, however, choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses t he the indemnified P arty f or Party for the reasonable co sts an d costs and expenses incurred b y t he by the indemnified Party prior to the assumption by the indemnifying Party party of such defence. (bc) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with this Clause, the indemnified No Party shall have the right, but not t he obligation, to contest, defend and litigate, with counsel of its own selection, settle or compromise any such claim, action, suit or proceeding by any t ▇▇▇▇ pa rty alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he reasonable costs an d ex pense t hereof shall b e s ubject t o the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a cl aim, suit, action or pr oceeding, the indemnifying Party shall reimburse the indemnified Party f or the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle or co mpromise an y su ch c laim, action, suit o r proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that after agreeing in writing to indemnify the indemnified Indemnified Party, the indemnifying Indemnifying Party may settle or compromise any claim without the prior approval of the indemnified Indemnified Party. (ed) Following Notwithstanding the acknowledgement of the indemnification and the assumption of the defence by the indemnifying Partyforegoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s incurred, u nless ( and as incurred unless: (i) the employment of counsel by such indemnified P arty ha s b een a uthorised Party has been authorised in writing b y t he by the indemnifying Party, ; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch the defence of such action, ( ; (iii) the i ndemnifying indemnifying Party s hall shall not i n f act in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or ; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which are different from or additional to t hose those available t o t he to the indemnifying Party or t hat s uch c laimthat such claim, action, s uit suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Contract. Agreement.‌ (e) If paragraph (ii), (iii) or (iv) of the preceding sentence subparagraph (d) above shall be applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he Party shall have the right t o di rect to direct the de fence defence of such claim, a ctionaction, s uit suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defence of Claims. (a) The 13.5.1 Upon acknowledging in writing its obligation to indemnify an indemnified Party to the extent required pursuant to this Section 12.3, the indemnifying Party shall be entitled, at its option and e xpense and with counsel of its selection(subject to Section 13.5.4), to assume and control the defence of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior reasonable approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party and reimburses t he indemnified P arty f or the reasonable co sts an d expenses incurred b y t he indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) 13.5.2 Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party to the extent required pursuant to this Section 13, and assumes control of the defence of a claim, suit, action or proceeding in accordance with this ClauseSection 13.5.4, the indemnified Party shall have the right, but not t he the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any t ▇▇▇▇ pa rty third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, an d t he and the reasonable costs an d ex pense t hereof and expenses thereof shall b e s ubject t o be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by 13.5.3 Neither the indemnifying Party of the control of the defence of a cl aim, suit, action or pr oceeding, the indemnifying Party shall reimburse nor the indemnified Party f or the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be en titled t o s ettle entitled to settle or co mpromise an y su ch c laimcompromise any such claim, action, suit o r or proceeding without the prior written consent of the other Party, other; provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may may, subject to Section 13.5.4, settle or compromise any claim without the approval of the indemnified Party. Except where such consent is unreasonably withheld, if a Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other Party, without the prior written consent of the other Party, the other Party shall be excused from any obligation to indemnify the Party making such settlement or compromise in respect of such settlement or compromise. (e) 13.5.4 Following the acknowledgement of the indemnification and the assumption of the defence by the indemnifying PartyParty pursuant to Section 13.5.1, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall b e a t t he e xpense be at the expense of s uch such indemnified P artyParty, when a nd a s and as incurred, u nless ( unless: (i) the employment of counsel by such indemnified P arty ha s b een a uthorised Party has been authorised in writing b y t he by the indemnifying Party, ; (ii) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party that there may be a conflict of interest be tween between the indemnifying Party a nd and the indemnified Party in the conduct o f t he d efence of s uch the defence of such action, ( ; (iii) the i ndemnifying indemnifying Party s hall shall not i n f act in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, ; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it which are different from or additional to t hose those available t o t he to the indemnifying Party or t hat s uch c laimthat such claim, action, s uit suit or proceeding involves or could have a material adverse effect upon it the indemnified Party beyond the scope of this ContractAgreement. If items (ii), (iii) or (iv) of the preceding sentence shall be applicable, then counsel for the indemnified P ▇▇▇▇ ▇ ▇▇▇▇ ha ve t he Party shall have the right t o di rect to direct the de fence defence of such claim, a ctionaction, s uit suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute reimbursable legal or other expenses hereunder.