Common use of Conduct of Claims Clause in Contracts

Conduct of Claims. In the event that any of the Purchasers becomes aware of any matter, which it has determined has given or could give rise to an Indemnity Claim: (a) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”). (b) The Seller shall have thirty (30) days from its receipt of the Claim Notice (the “Reply Period”), to notify the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”). (c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In the event that 8.1 If any member of the Purchasers Company’s Group becomes aware of any matterclaim or potential claim against it by a third party which is reasonably likely to lead to a Claim (such third party claim, which a “Third Party Action”), the Company shall, as soon as reasonably practicable, give the Subscriber notice in writing of the Third Party Action (but such notice shall not be a condition precedent to the liability of the Subscriber). 8.2 In the case of a Third Party Action that, if successful, would represent solely an Excluded Liability (“Excluded Liability Action”), and on the basis that the Subscriber shall indemnify the Company and each relevant member of the Company’s Group from and against all Losses suffered or incurred by it has determined has given or could give rise to an Indemnity Claimin the performance of this paragraph 8.2 and/or paragraph 8.4, the Company shall, and shall procure that each relevant member of the Company’s Group shall: (a) The Purchasers shall immediately, and in any event within thirty (30) days from make no admission of liability or settle or compromise the time that either of Excluded Liability Action without prior consultation with the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”).Subscriber; and (b) The Seller shall have thirty (30) days if so requested in writing by the Subscriber within [**] Business Days from its receipt the date on which the Company first notified it of the Claim Notice Excluded Liability Action, and to the extent permitted by applicable law, allow the Subscriber to assume the defence of the Excluded Liability Action. 8.3 The obligations of the Company under paragraphs 8.2 and 8.4 shall not apply to an Excluded Liability Action if the Subscriber fails to give the Company notice in writing of its intention to exercise its rights under paragraph 8.2 within [**] Business Days from the date on which the Company first notified it of the Excluded Liability Action. 8.4 If the Subscriber assumes the defence of an Excluded Liability Action in accordance with paragraph 8.2: (a) the “Reply Period”)Company shall: (i) as soon as reasonably possible but in any event no later than within [**] Business Days following the Subscriber’s request, to notify provide the Purchasers that it objects or disputes the Claim Notice or the amount Subscriber, or any aspect relevant member of the Indemnity Claim subject Subscriber’s Group, with a power of attorney in such form as is reasonably required by the Subscriber, duly authorising the Subscriber or any relevant member of the Claim Notice Subscriber’s Group to act on behalf of the Company and to defend its interests in the course of the Excluded Liability Action; and (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability ii) for the Indemnity Claim duration of the Excluded Liability Action, provide the Subscriber and its Agents with such information and documentation relating to the Excluded Liability Action as they may reasonably require; (b) the “Claim Acceptance”).Subscriber shall not settle or compromise such Excluded Liability Action on terms that impose any restriction or obligation on any member of the Company’s Group other than the payment of monetary liability; (c) If the Seller fails to respond to Subscriber shall keep the Claim Notice within Company informed of all material developments in the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount conduct of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period.Excluded Liability Action; (d) If within the Reply Period Company shall have the Seller sends a written notice right to participate in the Purchasers defence and to employ counsel, at its own expense, separate from the counsel employed by the Subscriber or any relevant member of a Claim Objectionthe Subscriber’s Group, it being understood that the Subscriber, or any relevant member of the Subscriber’s Group, shall control such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim.defence; and (e) If no agreement is reached by if a competent court or other tribunal considering such Excluded Liability Action issues a judgment or award against the Parties within thirty (30) days from Company or the end relevant member of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity ClaimCompany’s Group and such judgment or award enters into force, the matter Subscriber shall (save to the extent the Subscriber has already paid the amount of such judgment or award to the Company under any Indemnity) discharge such judgment or award on behalf of the Company within the period specified therein. The Subscriber shall be referred entitled to appeal from or otherwise challenge any such court judgment or award by using all means available to the Claims Dispute Resolution procedure Subscriber in Section 7.7 belowaccordance with applicable law. If the Subscriber or other member of the Subscriber’s Group agrees to any settlement of any Excluded Liability Action, the Subscriber shall discharge the amount of any liability under such settlement in full. 8.5 Subject to paragraph 8.6, in the case of a Third Party Action that, if successful, would represent any liability other than solely an Excluded Liability (“Other Third Party Action”), and on the basis that the Subscriber shall indemnify the Company and each relevant member of the Company’s Group from and against all Losses suffered or incurred by it in the performance of this paragraph 8.5, the Company shall, and shall procure that each relevant member of the Company’s Group shall: (a) make no admission of liability or settle or compromise the Other Third Party Action without the prior written consent of the Subscriber (such consent not to be unreasonably withheld or delayed); (b) employ a professional adviser acceptable to the Subscriber (acting reasonably) in relation to the conduct of such Other Third Party Action; (c) in a timely manner inform the Subscriber of each material development in the conduct of the Other Third Party Action; and (d) take such reasonable action as the Subscriber may (by notice given in a timely manner) reasonably require in order to avoid, defend, dispute, mitigate, appeal, settle or compromise the Other Third Party Action. 8.6 The Company shall have no obligation under paragraph 8.5 if, in the reasonable opinion of the Company, the performance of such obligation would require the Company or another member of the Company’s Group to do or omit to do any act or thing which act or omission that would be or is likely to be materially adversely prejudicial to the business of NewCo or to the business of the Company’s Group taken as a whole. 8.7 In the event that the Company breaches any of its obligations under this paragraph 8 in respect of any Third Party Action, the Subscriber shall not be liable for any Losses in respect of such Third Party Action to the extent (but only to the extent) such Losses are greater than they would otherwise be by reason of such breach, and the Company shall have no other liability in respect of such breach.

Conduct of Claims. 14.1 In the event that any case of the Purchasers becomes aware of any matteran issue, which it has determined has given matter or could give fact potentially giving rise to an Indemnity a Claim: (a) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of Party seeking damages or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of indemnification under this Agreement (the “Claim NoticeIndemnitee”). (b) The Seller shall have thirty (30) days from its receipt of the Claim Notice other Party (the “Reply PeriodIndemnitor”), to notify ) shall (i) within reasonable promptness and in no case later than within a period of one month after the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect Indemnitee becomes aware of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”)matter, or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”). (c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period. (d) If within the Reply Period the Seller sends a give written notice to the Purchasers Indemnitor of the Breach, state the circumstances of the Breach in reasonable detail, furnish reasonable proof as it has in its possession of the Breach and, to the extent then feasible, set forth the estimated amount of such Breach and (ii) shall grant the Indemnitor the opportunity to remedy the Breach within a Claim Objectionreasonable period of time of at least 45 Business Days, provided, that the failure of the Indemnitee to give written notice to the Indemnitor within a period of one month shall relieve the Indemnitor from the indemnification obligations herein unless the Indemnitor is not actually prejudiced as a result of the failure to give such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claimnotice. 14.2 If claims are raised, legal or administrative proceedings commenced or threatened to be commenced against the Indemnitee by a third party, including government agencies (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Perioda “Third Party Claim”), notwithstanding xxxxxxx efforts which may give rise to settle the Indemnity a Claim, the matter Indemnitee shall notify the Indemnitor in compliance with Section 14.1 of such Third Party Claim. The Indemnitee shall ensure that the Indemnitor shall (i) be provided with all materials, information (as it has in its possession) and assistance relevant in relation to the Third Party Claim, (ii) be given reasonable opportunity to comment or discuss with the Indemnitee any measures which the Indemnitor proposes to take or to omit in connection with a Third Party Claim, and (iii) in particular, the Indemnitor shall be referred given an opportunity to comment on, participate in, and review any reports on social security audits, disputes or appeals or other measures and shall receive without undue delay copies of all relevant notices (Bescheide) of any authority. 14.3 If and to the Claims Dispute Resolution procedure extent the Indemnitor depends on the cooperation of the Indemnitee, the Indemnitee shall, to the extent legally possible for the Indemnitee, at the request and expense of the Indemnitor, take all reasonable steps the Indemnitor may reasonably request from the Indemnitee in that respect. 14.4 No admission of a Third Party Claim shall be made by or on behalf of the Indemnitee and the Third Party Claim shall not be disposed of (erledigt) or settled (verglichen) without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. 14.5 The Indemnitor shall be entitled at its own expense and its absolute discretion to take such action as the Indemnitor shall deem necessary or appropriate to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third Party Claim (including making counter claims or other claims against third parties) in the name of and on behalf of the Indemnitee, provided, however, that the In- demnitor prior to such action has acknowledged in writing to the Indemnitee that the Indemnitee will indemnify the Indemnitee from such Third Party Claim. The Indemnitee shall give all such information and assistance, as described above, including access to premises and personnel and the right to examine and copy or photograph any assets, accounts, documents and records as the Indemnitor or its professional advisors may from time to time request. The Indemnitor agrees to keep all such information confidential and only to use it for such purpose. 14.6 To the extent that the Indemnitor is in breach of a guarantee, breach of a covenant or in case of an indemnification all costs and expenses incurred by the Indemnitor in defending such claim shall be borne by the Indemnitor; if it turns out that the Indemnitor was not in breach, any costs and expenses reasonably incurred by it in connection with the defence (including adviser’s fees and internal costs of its staff) shall be borne by the Indemnitee. 14.7 The failure of any Indemnitee to comply with the obligations of the Indemnitee under this Section 7.7 below14 shall release any Indemnitor from its obligation to pay damages or to indemnify under this Agreement, if and to the extent such damage or indemnification amount was directly caused by such failure to comply with the obligations of the Indemnitee under this Section 14. 14.8 Any payments of the Indemnitor to the Indemnitee in connection with this Section 14 shall be considered as an adjustment of the Purchase Price.

Conduct of Claims. In (a) A Seller Party is, in respect of an act, matter or thing notified by the event Buyer Party under clause 17.1 (Claim Notice), where that any act, matter or thing relates to an actual or threatened Claim by a Third Party, entitled to elect by the Seller Party giving written notice to the Buyer Party within 20 Business Days of receipt of a Claim Notice to: (i) take over the conduct of the Purchasers becomes aware defence of the Third Party Claim; and (ii) take such actions as the Seller Party may reasonably decide about it, including the right to negotiate, defend and/or settle the Third Party Claim and to recover costs incurred as a consequence of the Third Party Claim from any matterperson, which it has determined has given provided that the Seller Party must in taking any actions or could give rise to an Indemnity conducting any proceedings in respect of that Third Party Claim: (aiii) The Purchasers shall immediatelyact in good faith; (iv) afford the Buyer Party the opportunity to consult with the Seller Party on matters of significance in relation to the conduct, negotiation and in any event within thirty (30) days from the time that either settlement of the Purchasers learns of or discovers such an Indemnity Claim Third Party Claim; (v) act reasonably in all the “Notice Period”)circumstances, send a written notice including having regard to the Seller likelihood of success and the effect of the events, circumstances, claims and actions that have occurred and have become known to proceedings or action on the Purchasers that comprise the Indemnity Claim (stating the amount goodwill or reputation of the LossBuyer Party or the business constituted by the relevant Sale Interest; and (vi) indemnify, if known) keep indemnified and hold harmless the Buyer Party against all Losses that may bring about be incurred by the application Buyer Party as a result of Section 7.1 the Seller Party assuming conduct of this Agreement (the “Claim Notice”)that Third Party Claim. (b) The If the Buyer Party gives the Seller shall have thirty (30) days from its receipt of the Claim Notice (the “Reply Period”), to notify the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Party a Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”). (c) If the Seller fails Party does not elect to respond to take over the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount control of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity relevant Third Party Claim, the matter shall Buyer Party may take such actions as the Buyer Party may decide, acting reasonably, including the right to negotiate, defend and/or settle the Third Party Claim and to recover costs incurred as a consequence of the Third Party Claim from any person, provided that: (i) the Buyer Party at reasonable and regular intervals provides the Seller Party with written reports concerning the conduct, negotiation, control, defence and/or settlement of the Third Party Claim and must not settle the Third Party Claim without the prior approval of the Seller Party which must not be referred unreasonably withheld or delayed; (ii) the Buyer Party affords the Seller Party the opportunity to consult with the Buyer Party on matters of significance in relation to the Claims Dispute Resolution procedure conduct, negotiation and settlement of the Third Party Claim; and (iii) the Seller Party must render to the Buyer Party, at the Buyer Party’s expense, all such assistance as the Buyer Party may reasonably require in Section 7.7 belowdisputing any Third Party Claim.

Conduct of Claims. In the event that 10.1. The Purchaser shall as soon as reasonably practicable after it or any member of the Purchasers Purchaser's Group becomes aware of a Claim or any matter, which it has determined has given matter or could circumstance that will give rise to an Indemnity Claim: (a) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity a Claim (the “Notice Period”), send a give written notice to the Seller Sellers. The notification of the events, circumstances, claims and actions that have occurred and have become known to Purchaser shall contain all reasonable details of such Claim including the Purchasers that comprise the Indemnity Claim (stating Purchaser's best estimate of the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”)Claim. (b) The Seller shall have thirty (30) days from its receipt of 10.2. If the Claim Notice (the “Reply Period”), Purchaser fails to notify the Purchasers that Sellers within 45 Business Days after it objects or disputes the Claim Notice or the amount or any aspect relevant member of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”). (c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice Purchaser's Group becomes aware of a Claim Acceptance within or any matter or circumstance that will give rise to a Claim as set out in Clause 10.1, such period, then the Indemnity Claim shall not be deemed accepted. The Purchasers enforceable against the Sellers and no new Claim may recover the amount be made in respect of the Loss subject of matter or circumstance giving rise to such Claim. 10.3. If a Claim has been notified by the Indemnity ClaimPurchaser pursuant to Clause 10.1 and a Claim has not been satisfied, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from settled or withdrawn before the end of the Reply Claim period as described in Clause 9.5 increased by 1 (one) month ("END OF CLAIM PERIOD"), such Claim shall not be enforceable against the Sellers and shall be deemed to have been withdrawn and no new Claim may be made in respect of the matter or circumstance giving rise to such Claim unless legal proceedings of the Claim are commenced and being pursued by the Purchaser in good faith within six months as of the date of the End of Claim Period. 10.4. For as long as X. Xxxxxxxx, A. Steijvers and/or Xxxxxx are employed by the Company and/or the Purchaser or the Purchaser's Group, the Sellers shall refrain from bringing any claim against Heijkers, Steijvers (dand X. Xxxxxxxx and A. Steijvers in person) If within the Reply Period the Seller sends a written notice and/or Xxxxxx in respect of any information supplied by any of them to the Purchasers Purchaser or any of the persons authorised by the Purchaser in connection with the Company or any Subsidiary in connection with the transaction contemplated in the Agreement, save in the event of wilful intent or gross negligence. 10.5. Upon notification of a Claim Objectionpursuant to Clause 10.1, the Purchaser shall, and shall procure that the Company shall: 10.5.1. allow the Sellers or their representatives access to books, records and to such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end personnel of the Reply Period, notwithstanding xxxxxxx efforts Purchaser's Group as the Sellers may reasonably request to settle investigate the Indemnity Claim provided that such books and records shall be subject to a duty of confidentiality except for disclosure necessary for resolving such Claim or otherwise required by applicable law or stock exchange rules; 10.5.2. disclose to the Sellers or their representatives all information and documents relevant to the Claim, the matter provided that such information and documents shall be referred subject to a duty of confidentiality except for disclosure necessary for resolving such Claim or otherwise required by applicable law or stock exchange rules; and 10.5.3. take such steps as the Sellers may reasonably request pursuant to the Claims Dispute Resolution procedure in Section 7.7 belowClause .

Conduct of Claims. In 6.1 If the event that Purchaser or any other member of the Purchasers Purchaser’s Group becomes aware of any matter, claim by a third party which it has determined has given is reasonably likely to result in a Claim being made or could any other matter or circumstance which is reasonably likely to give rise to an Indemnity a Claim, the Purchaser shall: (a) The Purchasers shall immediately, procure that notice thereof is promptly (and in any event within thirty (3030 days of becoming aware of it and having had a reasonable opportunity to investigate it) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice given to the Seller of the eventsas regards any such claim, circumstances, claims and actions that have occurred and have become known matter or circumstance but shall (subject to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 remaining provisions of this Agreement paragraph 6) retain conduct of such claim, subject to consultation and the provision of information to the Seller (provided that failure to give such notice in accordance with this paragraph 6.1(a) shall not relieve the “Claim Notice”Seller of its obligations hereunder except to the extent that such failure shall have adversely affected the Seller).; (b) The allow, and shall procure that the relevant Group Companies shall provide, reasonable access to the Seller and its Representatives upon reasonable notice and during normal business hours to investigate the matter or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim, and for such purpose the Purchaser shall, and shall have thirty procure that the relevant Group Companies shall, give all such reasonable information (30however stored or recorded) days from and reasonable assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller or its receipt Representatives may reasonably request and at the Seller’s cost (subject to the Seller only using the same in connection with the investigation of such claim and otherwise keeping such information confidential in accordance with the terms of Clause 18 of the Claim Notice (the “Reply Period”Agreement), to notify the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”).; (c) If subject to the Seller fails agreeing to respond reimburse the Purchaser to its reasonable satisfaction against its reasonable costs and expenses: (i) take all such commercially reasonable action and institute any Proceedings, and give any information and assistance, as the Seller may reasonably request to: (A) dispute, resist, appeal, compromise, defend, remedy or mitigate the matter; or (B) enforce against a person (other than the Seller) the rights of any member of the Purchaser’s Group in relation to the matter; and (ii) in connection with Proceedings related to the matter, use advisers nominated by the Seller and, if the Seller requests, allow the Seller the exclusive conduct of the Proceedings; provided, however, that this subclause (ii) shall not be applicable if the matter may materially adversely affect the Purchaser or the Group Companies other than as a result of money damages or other money payments or if the matter relates to a dispute with a customer or supplier of the Purchaser or the Group Companies. 6.2 If a Claim Notice within the Reply Periodis as a result of, or sends in connection with, a written notice of claim by or liability to, a Claim Acceptance within such periodthird party, then the Indemnity Claim Purchaser shall be deemed accepted. The Purchasers may recover the amount not, and shall procure that no other member of the Loss subject Purchaser’s Group shall, admit liability in respect of the Indemnity Claimclaim, and shall procure that the claim shall not be compromised, disposed of or settled without the prior written consent of the Seller shall pay the amount thereof (such consent not to the Purchasers in cash within thirty (30) days from the end of the Reply Periodbe unreasonably withheld or delayed). (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In 9.1 If any fact, matter or circumstance arises (which shall include the event that circumstances where any claim is made against the Buyer, any other member of the Purchasers becomes Buyer’s Group or any member of the Target Group by any third party (provided always that where a claim is made against any member of the Target Group, the Buyer is aware of any mattersuch claim) which will, or which it has determined has given or could is reasonably likely to, give rise to an Indemnity Claima Warranty Claim by the Buyer against the Sellers then the Buyer shall: (a) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a give written notice of such potential Warranty Claim and the facts, matters or circumstances relating thereto to the Seller Sellers’ Representative within 20 Business Days of the eventsbecoming aware of any such fact, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”).matter or circumstance; (b) The Seller shall have thirty (30) days from its receipt subject to any obligations of confidentiality owed to any third party, keep the Claim Notice (Sellers’ Representative reasonably informed and liaise with the “Reply Period”), Sellers’ Representative as to notify the Purchasers that it objects or disputes the Claim Notice or the amount or progress of any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”).such potential Warranty Claim; (c) If the Seller fails to respond as soon as reasonably practicable, disclose to the Sellers’ Representative any material developments relating to such potential Warranty Claim Notice within or the Reply Periodfacts, matters or circumstances which will, or sends a written notice of a Claim Acceptance within such periodwhich is reasonably likely to, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof give rise to the Purchasers in cash within thirty (30) days from the end of the Reply Period.potential Warranty Claim; and (d) If within the Reply Period the Seller sends a written notice subject to the Purchasers Buyer and the relevant member of the Buyer’s Group being entitled to employ its own legal advisers and being indemnified and secured to its reasonable satisfaction by the Sellers against all liabilities, costs, expenses, damages and losses (including, without limitation, the costs of its legal advisers) suffered or incurred in connection with any such potential Warranty Claim, take, and shall procure that each member of the Buyer’s Group shall take, all reasonable steps so as to recover or minimise or resolve such fact, matter or circumstances which relates to the potential Warranty Claim, PROVIDED THAT nothing in this paragraph 9.1 shall require the Buyer or any other member of the Buyer’s Group to take or refrain from taking any action which it considers, acting reasonably and in good faith, would materially and adversely affect the goodwill or bona fide commercial interests of any member of the Buyer’s Group. 9.2 To the extent that the Buyer does not comply with the notice provisions of this paragraph 9, such failure to comply does not affect the rights of the Buyer in respect of a Warranty Claim Objectionsave that to the extent such non-compliance increases the loss to any member of the Target’s Group in respect of the subject matter of such Warranty Claim, such notice shall state in detail this increased loss will not be recoverable by the reasons why it does not accept liability for Buyer under the Indemnity Warranty Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In the event that any of the Purchasers becomes aware of any matter, which it has determined has given or could give rise to an Indemnity Claim: (a) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”). (b) The Seller shall have thirty (30) days from its her receipt of the Claim Notice (the “Reply Period”), to notify the Purchasers that it she objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it she does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”). (c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In 7.1 If the Target or the Buyer becomes aware of a Claim for Tax, the Buyer shall or shall procure that the Target shall give written notice of that Claim for Tax to the Warrantors as soon as reasonably practicable and in any event within 15 Business Days of the Buyer or the Target becoming aware of the Claim for Tax (provided that failure to deliver that notice within that time frame shall not restrict the ability of the Buyer to make a claim against the Warrantors under the Tax Covenant or for breach of any of the Purchasers becomes aware of Tax Warranties). 7.2 Subject to this paragraph 7.2 and paragraphs 7.3 to 7.7 the Buyer shall or shall procure that the Target shall take any matteraction to dispute, which it has determined has given resist, appeal, settle, compromise or could give rise to an Indemnity Claimcontest any Claim for Tax as the Warrantors may reasonably request in writing provided that: (a) neither the Buyer nor the Target shall be required to delegate the conduct of that action to the Warrantors or any professional agent or adviser of the Warrantors; (b) the Buyer shall not be obliged to take or procure that the Target takes that action unless the Warrantors have first indemnified and secured the Buyer and the Target to their reasonable satisfaction against any liabilities (including additional Tax) and any reasonable costs or expenses which may be properly incurred thereby; and (c) neither the Buyer nor the Target shall be obliged by this paragraph 7.2 to take any action nor procure any action is taken which could reasonably be said to be frivolous or vexatious or which could materially and adversely affect the Target or the Buyer’s future Tax position. 7.3 The Purchasers Target shall immediatelynot be obliged to comply with any request of the Warrantors which involves contesting any Claim for Tax before any court, tribunal or other appellate body unless the Warrantors obtain (at their cost and expense) the written opinion of counsel of at least seven years’ call that it is reasonable in all of the circumstances to contest such Claim for Tax. 7.4 If within twenty-one days of service of the notice under paragraph 7.1 the Warrantors fail to notify the Buyer in writing of their intention to resist the Claim for Tax or fail within that period to give the indemnity and security referred to in paragraph 7.2(b) the Buyer shall be free to procure that the Target takes the action as it may in its absolute discretion, acting reasonably and in good faith, think fit and without prejudice to its rights and remedies under this Schedule 7.5 Subject to paragraphs 7.2 to 7.4 in relation to any Claim for Tax where any meeting is to take place with a representative or representatives of any Tax Authority, the party conducting the dispute shall provide the other party with reasonable advance notice of the meeting together with an outline of the issues that it is anticipated will be addressed, and the party not conducting the dispute shall be entitled to nominate a person or persons to attend that meeting. 7.6 Subject to paragraphs 7.2 to 7.4, in relation to any event within thirty Claim for Tax the Buyer will not (30and will procure that the Target will not) days from without the time that either prior written consent of the Purchasers learns of Warrantors, such consent not to be unreasonably withheld or discovers such an Indemnity delayed: (a) transmit any material communication (whether written or otherwise) to any Tax Authority; (b) settle or compromise the Claim for Tax; or (the “Notice Period”), send a written notice c) agree any matter which is likely to the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating affect the amount of the Loss, if known) and that Claim for Tax (or any future Tax Liability or other liability in respect of which the Warrantors may bring about be liable under this Schedule 10 or for breach of the application of Section 7.1 of this Agreement (the “Claim Notice”Tax Warranties). 7.7 Paragraph 7.2 shall not apply if a Tax Authority alleges in writing that either the Warrantors or the Target (bbefore Completion) The Seller shall have thirty or anyone connected with them (30) days from its receipt and in case of the Claim Notice (Target connected with the “Reply Period”), Target before Completion) has committed acts or omissions which constitute or are alleged to notify constitute fraud or wilful default and the Purchasers Buyer shall be free to procure that the Target takes the action that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”)may in its absolute discretion, or otherwise notify the Purchasers that it does not dispute the Claim Notice acting reasonably and accepts liability for the Indemnity Claim (the “Claim Acceptance”)in good faith, think fit. (c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In 11.1 Upon the event that any of Purchaser or the Purchasers becomes Company becoming aware of any mattera potential claim, action, demand or other matter (a “Relevant Matter”) which it has determined has given constitutes or could which would or might give rise to an Indemnity Claim or an Excluded Claim, irrespective of whether the Seller may be held jointly liable for such matter, the Purchaser shall, and shall procure that the Company shall, as the case may be: (A) within twenty-five (25) Business Days notify the Seller by written notice of such Relevant Matter; (B) subject to the Seller agreeing to pay all reasonable out of pocket expenses of the Purchaser and/or the Company, take such action and give such information and access (during normal working hours) to personnel, premises, chattels, documents and records to the Seller and its professional advisers as the Seller may reasonably request for the purposes of investigating such Relevant Matter and enabling the Seller to take the action referred to in sub paragraph 11.1(C) below; (C) if so required by the Seller: (1) to take such action and give such information and assistance in order to avoid, dispute, resist, mitigate, settle, compromise, defend, appeal or remedy such Relevant Matter or the matters which will or are likely to give rise to such Relevant Matter; and/or (2) make no admission of involvement or of liability, agreement, settlement or compromise with any Third Party in relation to any such Relevant Matter without the prior written consent of the Seller such consent not to be unreasonably withheld, delayed or conditioned; and (3) keep the Seller fully informed as to the progress of any Relevant Matter and the defence thereof and provide the Seller with copies of all correspondence relating to such Relevant Matter within ten (10) Business Days of receiving or sending such correspondence and otherwise keep the Seller fully informed of the status of such Relevant Matter including, without limitation, by: (a) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to providing the Seller with draft copies of any correspondence that the events, circumstances, claims and actions that have occurred and have become known Purchaser or the Company intends to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”).send; (b) The reflecting in such correspondence any reasonable comments that the Seller shall have thirty (30) days from its receipt of the Claim Notice (the “Reply Period”), to notify the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”).might have; (c) If informing the Seller fails to respond about its proposed conduct of the Relevant Matter and reflecting any reasonably comments that the Seller might have about such conduct; and (4) disclose in writing to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, Seller all reasonable information and the Seller shall pay the amount thereof documents relating to the Purchasers in cash within thirty (30) days from the end of the Reply PeriodRelevant Matter. (dD) If requested by the Seller for the purposes of investigating the Relevant Matter or the matters which will or are likely to give rise to a Relevant Matter, give the Seller and its professional advisers reasonable access to: (1) the personnel of the Purchaser and/or the Company in order to interview the personnel; and (2) any relevant premises, chattels, accounts, documents and records within the Reply Period power, possession or control of the Seller sends a written notice Purchaser and/or the Company in order to, at the Seller’s own expense, examine and photograph the premises and chattels and to examine, photograph and take copies of the Purchasers of a Claim Objectionaccounts, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim.documents and records; and (e3) If no agreement is reached take reasonable action to mitigate any loss suffered by the Parties within thirty (30) days from the end it, any member of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure Company in Section 7.7 belowrespect of such Relevant Matter.

Conduct of Claims. In 8.1 If the event that any of Buyer or the Purchasers Company becomes aware of any matter, which it has determined has given or a Tax Claim that could give rise to a liability of the Sellers under paragraph 2, the Buyer shall or shall procure that the Company shall, as soon as reasonably practicable and in any event within 15 Business Days of the Buyer or the Company becoming so aware (and, in the event that the Company receives a Tax Claim in relation to which an Indemnity appeal may be made or other action taken within a specified period of time, the Buyer shall give written notice to the Seller prior to the date that falls ten Business Days before the expiry of the specified period), give written notice to the Sellers of the Tax Claim containing, to the extent reasonably practicable, a description of such claim and the estimated total amount of the claim, provided that the giving of such notice shall not be a condition precedent to the liability of the Sellers. 8.2 If the Sellers should become aware of a Tax Claim for whatever reason, the Sellers give written notice to the Buyer as soon as reasonably practicable containing, to the extent reasonably practicable, a description of such claim and the estimated total amount of the claim and the Buyer shall be deemed to have given the Sellers notice of the Tax Claim on receipt of such notification for the purposes of this paragraph 8. 8.3 Subject to the following provisions of this paragraph 8, the Buyer shall (and where relevant, shall procure that the Company shall) take such action as the Sellers may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (Disputed Tax Claim) or any matter relating to the Disputed Tax Claim but only provided that the Sellers shall first (to the Buyer's reasonable satisfaction) indemnify the Buyer and/or the Company (as required by the Buyer) against any losses, damages, costs or expenses that it may suffer or incur as a result of taking this action (including any additional liability to Tax). 8.4 Without prejudice to the liability of the Sellers under this Schedule, the Buyer shall not be obliged to take or procure the taking of any action under paragraph 8.3 in respect of any Tax Claim: (a) The Purchasers shall immediatelyto the extent that it would involve the Company contesting any Disputed Tax Claim before any court or other appellate body (excluding the Taxation Authority that has made the Disputed Tax Claim) unless in the written opinion of Tax Counsel of appropriate relevant experience appointed by agreement between the Sellers and the Buyer an appeal would be reasonable in all the circumstances having regard to the amounts involved, the likelihood of success and in any event within thirty (30) days from the time that either future Tax Liability or other liability of the Purchasers learns of Company or discovers such an Indemnity Claim (the “Notice Period”), send a written notice Buyer's Tax Group to the Seller of the events, circumstances, claims and actions extent that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that such liability is not or may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”).not be recoverable under paragraph 2; (b) The Seller shall have thirty (30) days where the Tax Claim or action derives from its receipt or arises out of or is in connection with any dishonest or fraudulent act or omission or wilful default by or of the Claim Notice (the “Reply Period”), to notify the Purchasers that it objects Sellers at any time or disputes the Claim Notice by or the amount or any aspect of the Indemnity Claim subject of Company before Completion or if the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”).Buyer has reasonable grounds to so believe; (c) If should the Seller fails to respond to the Claim Notice within the Reply PeriodSellers, or sends a following receipt of written notice of the Tax Claim from the Buyer in accordance with paragraph 8.1: (i) fail within fifteen Business Days (or ten Business Days in a Claim Acceptance case where there is a time limit for an appeal that has been notified to the Sellers) to serve notice on the Buyer under paragraph 8.3; (ii) fail within such period, then ten Business Days to notify the Indemnity Claim shall Buyer in writing of any further action to be deemed accepted. The Purchasers may recover taken by the amount Buyer or the Company under paragraph 8.3 where the Buyer at any time seeks instructions from the Sellers; (iii) fail to adequately indemnify the Buyer and/or the Company (as appropriate) under paragraph 8.3; or (iv) fail to further indemnify the Buyer to the reasonable satisfaction of the Loss subject Buyer in the event that the indemnity previously provided becomes, or is likely to become, in the reasonable opinion of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period.Buyer insufficient; (d) If within should the Reply Period Sellers each: (i) become insolvent and corporate action or other steps are taken or legal proceedings are started for its winding up, dissolution or administration or for the Seller sends appointment of a written notice receiver, administrator, trustee or similar officer of the Sellers or any of its assets; or (ii) be unable to pay its debts as they fall due, start negotiations with a creditor with a view to the Purchasers general readjustment or rescheduling of its indebtedness or make a Claim Objection, such notice shall state in detail the reasons why it does not accept liability general assignment for the Indemnity Claim.benefit of, or a composition with, its creditors; (e) If no agreement is reached if, in the Buyer's reasonable opinion, the action requested by the Parties within thirty Sellers under paragraph 8.3 is likely to: (30i) days from the end give rise to a liability of the Reply PeriodBuyer or the Company to Tax that is not adequately covered by any indemnity given under this paragraph 8; (ii) affect adversely the liability of the Buyer or the Company to Tax or the business or financial interests of any of them or of any person connected with any of them (in each case) in a material respect or is or contrary to the legal obligations of any of them or of any person connected with any of them; or (iii) affect adversely the relationship of the Buyer or the Company with any Tax Authority; (f) in respect of a liability that falls within paragraph 2.2; (g) if the Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid unless payment has previously been made by the Sellers to the Buyer of an amount equal to that Taxation and in respect of it. 8.5 If paragraph 8.3 does not apply by virtue of any provision in paragraph 8.4, notwithstanding xxxxxxx efforts to the Buyer or the Company (as the case may be) may satisfy or settle the Indemnity Claim, Tax Liability on terms as it may in its absolute discretion acting in good faith think fit without prejudice to any of the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 belowBuyer's rights under this Schedule.

Conduct of Claims. In 4.1. If the event that any of Buyer or the Purchasers Company becomes aware of a Tax Claim, the Buyer shall or shall procure that the Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller. 4.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyer in writing as soon as reasonably practicable and the Buyer shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purposes of this paragraph ‎4. 4.3. Subject to the following provisions of this paragraph ‎4: (a) solely in respect of a Tax Claim that relates to a liability under paragraph ‎1.7, the Seller shall be appointed the Company’s agent to have conduct of the Company’s response to the Tax Claim (subject to the Seller keeping the Buyer properly informed as to any mattersuch response) and, subject to that, the Buyer shall (and where relevant, shall procure that the Company shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall (despite its role as an agent) itself bear any losses, damages, costs or expenses which it has determined has given may suffer or could give rise incur in conducting the Company’s response to an Indemnity the Tax Claim (including any additional liability to Tax) and shall first (to the Buyer's reasonable satisfaction) indemnify and secure the Buyer and/or the Company (as required by the Buyer) against any losses, damages, costs or expenses which the Buyer and/or the Company may suffer or incur as a result of taking such action (including any additional liability to Tax); and (b) in respect of any other Tax Claim, the Buyer shall (and where relevant, shall procure that the Company shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyer's reasonable satisfaction) indemnify and secure the Buyer and/or the Company (as required by the Buyer) against any losses, damages, costs or expenses which the Buyer and/or the Company may suffer or incur as a result of taking such action (including any additional liability to Tax). 4.4. Without prejudice to the liability of the Seller under this Schedule, the Seller shall not take, and the Buyer shall not be obliged to take or procure the taking of, any action under paragraph ‎4.3 in respect of any Tax Claim: (a) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to the extent that it would involve the Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller of and the events, Buyer an appeal would be reasonable in all the circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”).; or (b) The Seller shall have thirty (30) days where the Tax Claim or action derives from its receipt or arises out of or is in connection with any dishonest or fraudulent act or omission or wilful default by or of the Claim Notice (the “Reply Period”), to notify the Purchasers that it objects Seller at any time or disputes the Claim Notice by or the amount or any aspect of the Indemnity Claim subject of Company prior to Closing or if the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”).Buyer has reasonable grounds to so believe; or (c) If should the Seller fails to respond to the Claim Notice within the Reply PeriodSeller, or sends a following receipt of written notice of a the Tax Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end Buyer in accordance with paragraph ‎4.1: (i) fail within 15 Business Days to serve notice on the Buyer under paragraph ‎4.3; or (ii) fail within 15 Business Days to notify the Buyer in writing of any further action to be taken by the Reply Period.Buyer or the Company under paragraph ‎4.3 where the Buyer at any time seeks instructions from the Seller; or (d) If within if, in the Reply Period Buyer's reasonable opinion, the action taken or requested by the Seller sends a written notice pursuant to paragraph ‎4.3 is likely to affect adversely the liability of the Buyer or the Company to Tax or the business or financial interests of any of them or of any person connected with any of them or is contrary to the Purchasers legal obligations of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim.any of them or of any person connected with any of them; or (e) If no agreement in respect of a liability which falls within paragraph ‎1.3; or (f) if the Company would be required to appeal against any assessment or demand for Tax where it is reached a requirement for such an appeal that the Taxation be paid, unless an amount equal to such Taxation has been lent by the Parties within thirty Seller to the Buyer (30) days from repayable as soon as the end relevant Tax Authority repays the Taxation in the event of a successful appeal or by offset against the Seller’s liability under this Schedule in respect of the Reply PeriodTaxation in the event of an unsuccessful appeal); or (g) that requires the Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyer’s Tax Group, notwithstanding xxxxxxx efforts to or any company that is at the time in question a member of the Buyer’s Tax Group. 4.5. If paragraph ‎4.3 does not apply by virtue of any provision in paragraph ‎4.4, the Buyer or the Company (as the case may be) may satisfy or settle the Indemnity Claim, Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the matter Buyer's rights under this Schedule. 4.6. Neither the Buyer nor the Company shall be referred subject to any claim by or liability to the Claims Dispute Resolution procedure Seller for non-compliance with any of the foregoing provisions of this paragraph ‎4 if the Buyer or the Company has acted in Section 7.7 belowgood faith in accordance with the instructions of the Seller.

Conduct of Claims. In the event that 10.1 The Purchaser shall as soon as reasonably practicable after it or any member of the Purchasers Purchaser Group becomes aware of a Claim or any matter, which it has determined has given matter or could circumstance that will or may give rise to a Claim, give written notice to the Seller ("Claim Notice"). The Claim Notice must contain all the details of such Claim, including the Purchaser's estimate of the amount of the Claim, an Indemnity indication as to whether any insurance cover or third party recourse would be available in respect of the Claim as well as any other information reasonably necessary to enable the Seller to assess the merits of the Claim. 10.2 If the Purchaser fails to notify the Seller within 45 Business Days after it or the relevant member of the Purchaser Group becomes aware of a Claim or any matter or circumstance that will or may give rise to a Claim as set out in Clause 10.1, the Seller shall not be liable to the Purchaser for the Claim. 10.3 A Seller's Warranty Breach becomes due and payable in case the Claim is granted by an arbitral award in accordance with Clause 17 or such Claim has been settled by the relevant Parties in accordance with this Clause 10. 10.4 If any Claim or any matter or circumstance potentially giving rise to a Claim notified pursuant to Clause 10.1 relates to a claim by a third party in or out of court against the Purchaser or a Group Company ("Third Party Claim"), the following shall apply. The Seller may at any time, by a written notice to the Purchaser, at its own expense take over the defence of the Third Party Claim, whereby the Seller assumes the liability of the outcome of such Third Party Claim. If the Seller takes over the defence the Purchaser shall, and shall ensure that the Purchaser Group will: (a) The Purchasers shall immediately, and in any event within thirty (30) days from leave the time that either conduct of the Purchasers learns of or discovers such an Indemnity Third Party Claim (the “Notice Period”), send a written notice entirely to the Seller Seller, provided that it shall keep the Purchaser updated and consult with the Purchaser on the strategy and direction of the events, circumstances, claims its defence on a regular basis; and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Project Waterway - Share Purchase Agreement (the “Claim Notice”).16 (b) The give the Seller all assistance necessary to conduct the Third Party Claim on its behalf, or on behalf of the relevant member of the Purchaser Group, including by granting powers of attorney. 10.5 If the Seller has not issued a notice pursuant to Clause 10.4, within 45 Business Days, the Purchaser shall have thirty the right to settle, at its own expense and with its own professional advisors, any Third Party Claim, provided no settlement is made without the Seller's prior written consent. Such consent is a condition to the Seller's liability in connection with a Third Party Claim and its settlement. 10.6 Upon receiving notification of a Claim pursuant to Clause 10.1, the Purchaser shall: (30a) days from allow the Seller or its receipt representatives access to books, records and to such personnel of the Claim Notice Purchaser Group as the Seller may reasonably request to investigate the Claim; (b) disclose to the “Reply Period”), Seller or its representatives all information and documents relevant to notify the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”).Claim; and (c) If take such steps as the Seller fails may request pursuant to respond Clause 10.4. 10.7 A Claim shall not be enforceable against the Seller, unless within twelve months of notification pursuant to Clause 10.1 either (i) the Claim is settled between the Parties or (ii) the Purchaser institutes and pursues legal proceeding in relation to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Periodgood faith. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In 8.1 Within thirty (30) Business Days of the event that Purchaser or any of the Purchasers becomes Group Companies becoming aware of a Claim for Taxation relevant for the purposes of this Deed, the Purchaser or such Group Company (as the case may be), shall give written notice of the Claim for Taxation to the Sellers; provided, however, that failure to give such notification shall not affect the Purchaser's or any matterGroup Company's right to indemnification hereunder except to the extent the Sellers have actually been prejudiced as a result of such failure. If the Sellers shall indemnify and secure the relevant Group Company or Group Companies to their reasonable satisfaction against all losses, costs, damages and expenses (including, without limitation, interest on overdue Taxation), which may be incurred by the relevant Group Company or Group Companies, then the Purchaser and the relevant Group Company or Group Companies shall take such action and give such information and assistance in connection with the affairs of the relevant Group Company or Group Companies as the Sellers may reasonably and promptly by written notice request to avoid, resist, appeal or compromise the Claim for Taxation. 8.2 No Group Company shall be obliged to appeal against any Taxation Assessment raised on it if, having given the Sellers written notice of the receipt of that Taxation Assessment in accordance with sub-clause 8.1, it has determined not within twenty (20) Business Days of the giving of such notice received instructions in writing from the Sellers, in accordance with sub-clause 8.1, to make that appeal. 8.3 The Sellers shall not be entitled to request the Purchaser or a Group Company to take any action under this clause if in respect of any Claim for Taxation notified under sub-clause 8.1 it appears to the Purchaser (and would appear to a reasonably prudent business person) that either the Sellers or the relevant Group Company, whilst it was under the control of the Sellers, has given committed acts or could give rise omissions which may constitute fraud or misfeasance. 8.4 For the avoidance of doubt, the actions which the Sellers may reasonably request under sub-clauses 8.1 and 8.2 shall include the relevant Group Company or Group Companies applying to an Indemnity Claimpostpone (so far as legally possible) the payment of any Taxation but the Sellers shall not be entitled under sub-clauses 8.1 and 8.2 to request that it be allowed to take on or take over the conduct of all or any proceedings arising in connection with the Claim for Taxation in question. The Purchaser and the relevant Group Company or Group Companies shall provide the Sellers with copies of all correspondence entered into and notes of any conversations or meetings with any Tax Authority to the extent that such correspondence or notes relate to the Claim for Taxation in question. The Sellers shall keep all such information confidential. 8.5 The relevant Group Company or the Purchaser (as the case may be) shall be at liberty without reference to the Sellers to admit, compromise, settle, discharge or otherwise deal with any Claim for Taxation after whichever is the earliest of: (a) The Purchasers shall immediately, and the service of a notice in writing on the relevant Group Company or the Purchaser by any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice Sellers to the Seller of effect that it considers the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”).for Taxation should no longer be resisted; (b) The Seller shall have thirty the expiry of a period of ten (3010) days from its receipt Business Days following the service of a notice by the Claim Notice (the “Reply Period”), to notify the Purchasers that it objects or disputes the Claim Notice relevant Group Company or the amount Purchaser (as the case may be) on the Sellers requiring the Sellers to clarify or explain the terms of any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”).request made under sub-clause 8.1; and (c) If if appropriate, the Seller fails to respond to expiration of any period prescribed by applicable legislation for the making of any appeal against either the Claim Notice within for Taxation in question or the Reply Perioddecision of any court or tribunal in respect of any such Claim for Taxation, or sends a written notice of a Claim Acceptance within such period, then as the Indemnity Claim case may be. 8.6 The Sellers shall be deemed accepted. The Purchasers may recover bound to accept for the amount purposes of the Loss subject this Deed any admission, compromise, settlement or discharge of the Indemnity Claim, any Claim for Taxation (and the Seller shall pay outcome of any proceedings relating thereto) made or arrived at in accordance with the amount thereof to the Purchasers in cash within thirty (30) days from the end provisions of the Reply Periodthis clause 8. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In 4.1 If any of ECH, the Purchaser or the Group Companies becomes aware of a claim under Clauses 2 or 3 hereof, it shall give notice thereof to the Indemnifiers and the Guarantors and the due date for payment by the Indemnifiers and/or the Guarantors to the relevant Group Company, ECH and/or the Purchaser (as the case may be) shall be (a) within one hundred and eighty (180) days from the first day on which the relevant authorities raised any issue in writing with regards to the Indemnifiable Losses, and if the matter has not been resolved within such 180-day period; (b) within ninety (90) days from the date on which the auditor of the relevant Group Companies has confirmed the requirement to make a provision on the accounts of the relevant Group Companies with regards to the Indemnifiable Losses; (c) within sixty (60) days from the date of the loss or liability in relation to the Indemnifiable Loss was actually suffered or incurred by any of the Group Company; or (d) within fourteen (14) Business Days before the latest date on which ECH and/or the Purchaser would have to pay the Indemnifiable Losses without recurring a liability to interest, charge, penalty or payment of an additional sum, whichever is the earlier. 4.2 The parties hereto agree that in the event that any payment is required or due to be made hereunder by the Indemnifiers and/or the Guarantors (as the case may be) and is not made on the due date for payment as referred to in Clause 4.1, then thereafter ECH, the Purchaser (and/or their Affiliates) and/or the Group Companies shall be entitled to receive from the Indemnifiers and/or the Guarantors interest on the payment from the due date to the date of actual payment at the best lending rate from time to time of The Hongkong and Shanghai Banking Corporation Limited. 4.3 All payments to be made by the Indemnifiers and/or the Guarantors under this Deed shall be made in full without set-off or counterclaim or any restriction or condition and free and clear of any present or future taxes, charges or other deductions or withholdings of any nature. If any deduction or withholding is required to be made from any such payment, the Indemnifiers and/or the Guarantors shall, together with such payment, pay additional amount as is necessary to ensure that the recipient receives the full amount due hereunder. 4.4 In the case of indemnification by the Indemnifiers and/or the Guarantors for any Indemnifiable Losses suffered by any of the Purchasers becomes aware Group Companies as a result of any matterthe circumstances stipulated in Clauses 2.1 or 3.1, which it has determined has given or could give rise to an Indemnity Claimthe payment shall be settled in accordance with the following order and within the time limits stipulated in Clause 4.1: (a) The Purchasers firstly, the Company shall immediately, and in any event within thirty (30) days deduct the Indemnifiable Loss from the time that either of declared but unpaid dividend owed by the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice Company to the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”).Indemnifiers; and (b) The Seller shall have thirty (30) days from its receipt of the Claim Notice (the “Reply Period”)lastly, to notify the Purchasers that it objects or disputes the Claim Notice if there is no unpaid dividend or the amount of unpaid dividend is insufficient to settle the Indemnifiable Loss, the Indemnifiers and/or the Guarantors shall pay the outstanding Indemnifiable Loss to the relevant Group Companies. 4.5 The Indemnifiers and the Guarantors shall do all such acts to procure that: (a) ECH, the Purchaser and/or the Group Companies (as the case may be) will be able to enforce their respective rights hereunder; (b) the Indemnifiers and the Guarantors will perform all their obligations hereunder and the Group Companies will enforce all their rights hereunder, including but without limitation in the circumstances where board or shareholders meeting is held to consider and approve the payment of indemnity amount to any aspect claim of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”).Indemnifiable Loss hereunder; and (c) If as for the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice filing of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount any claim hereunder by any of the Loss subject Group Companies against the Indemnifiers and/or the Guarantors in accordance with the terms and conditions hereunder, the Indemnifiers and the Guarantors shall procure the shareholders of the Indemnity Claim, Group Companies (except the Purchaser) and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end directors of the Reply PeriodGroup Companies (except as nominated by the Purchaser) shall abstain from voting on the relevant resolutions. (d) If within 4.6 In the Reply Period event that the Seller sends a written notice Indemnifiers and/or the Guarantors have paid to ECH, the Purchasers of a Claim Objection, such notice shall state in detail Purchaser and/or the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts Group Companies to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure Indemnifiable Loss in Section 7.7 below.accordance of Clauses

Conduct of Claims. In 3.1 If the event that any of the Purchasers Target receives or becomes aware of a Claim for Tax, the Buyer shall or shall procure that the Target shall give written notice of such Claim for Tax to the Seller as soon as reasonably practicable and, in any matterevent, in the case where the Claim for Tax consists of an assessment or demand for which the period for response or appeal is time limited, within ten Business Days prior to the expiry of such time limit (provided that failure to deliver such notice should not restrict the ability of the Buyer to make a claim against the Seller pursuant to this Schedule). 3.2 Subject to this paragraph 3.2 and 3.5 of this Part the Buyer shall or shall procure that the Target shall take such action to avoid, dispute, resist, appeal, mitigate, compromise or contest any Claim for Tax as the Seller may reasonably request in writing and the Seller may elect to have any action referred to in this paragraph 3.2 delegated to it has determined has given and conducted by the Seller or could give rise professional advisers nominated by it for this purpose, in each case acting in the name of the Target, but (in the case of professional advisors) reporting to an Indemnity Claimthe Seller, in which event the Seller shall: (a) The Purchasers shall immediately, keep the Buyer fully informed of all matters relating to any action referred to in paragraph 3.2 of this Part and in any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice deliver to the Seller Buyer copies of the events, circumstances, claims and actions that have occurred and have become known all material written correspondence relating to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 action referred to in paragraph 3.2 of this Agreement (the “Claim Notice”).Part; (b) inform the Buyer in writing of the content of all material discussions, correspondence or other communication which it is intending to have with or submit to any Tax Authority at least 10 business days prior to the intended discussion or submission of the correspondence or other communication (in each case the “Intended Communication”) to allow the Buyer to comment thereon. The Seller shall take account of and reflect in the Intended Communication any reasonable comments made by the Buyer; (c) not submit, make or have thirty (30) any Intended Communication until the Buyer has either supplied the Seller with its comments or notified the Seller that it has no comments provided that if the Buyer does not supply any comments or give any such notification within 10 business days from its of receipt of the Intended Communication, then the Seller shall be entitled to submit, make or have the Intended Communication. 3.3 The Buyer shall not be obliged to procure that the Target makes or defends any appeal against a determination by the Tax Chamber of the First-tier Tribunal unless leading Tax counsel of at least 7 years standing (“Counsel”) advises that the appeal or defence has more than a 50% chance of success. Counsel shall be chosen jointly by the Seller and the Buyer and shall be instructed by the Seller who shall take account of all reasonable comments made by the Buyer in preparing the instructions. The Buyer shall be entitled to attend any conference with Counsel. 3.4 The Buyer shall not be obliged to, or to procure the Target to, agree to the settlement or compromise of any Claim Notice (the “Reply Period”), to notify the Purchasers that it objects or disputes the Claim Notice or the amount for Tax or any aspect proposal for such settlement or compromise which, in the Buyer’s reasonable opinion is likely to have a material adverse effect on the future Tax liability of the Indemnity Claim Target; 3.5 The Buyer shall not be obliged to take or procure that the Target takes any action: (a) where the Seller requests an appeal and the appeal cannot be made without the Tax the subject of the Claim Notice for Tax being paid to the relevant Tax Authority, unless the Seller pays such amount to the Buyer; or (b) if the “Claim Objection”), Seller: (i) becomes insolvent; (ii) has an administrative receiver or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability other receiver appointed over all or any of its assets or undertaking; (iii) enters into any composition or arrangement with or for the Indemnity Claim benefit of its creditors; or (iv) if the “Claim Acceptance”).equivalent of any of the events described in this clause inclusive occurs in relation to the Seller under the laws of any jurisdiction; (c) If which would constitute fraudulent or negligent conduct on the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount part of the Loss subject of Buyer and/or the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period.Target; or (d) If within which would be materially prejudicial to the Reply Period Tax affairs of the Buyer, the Target or any member of the Buyer’s Group. 3.6 The Seller shall indemnify the Buyer and the Target to their reasonable satisfaction against all reasonable costs, expenses, losses (including interest on overdue Taxation and any Tax Liability) and damages that may arise from the exercise by the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claimits rights under this paragraph 3. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In 3.1 If the event that any of the Purchasers Target receives or becomes aware of a Claim for Tax, the Buyer shall or shall procure that the Target shall give written notice of such Claim for Tax to the Seller as soon as reasonably practicable and, in any matterevent, in the case where the Claim for Tax consists of an assessment or demand for which the period for response or appeal is time limited, within ten Business Days prior to the expiry of such time limit (provided that failure to deliver such notice should not restrict the ability of the Buyer to make a claim against the Seller pursuant to this Schedule). 3.2 Subject to this paragraph 3.2 and 3.5 of this Part the Buyer shall or shall procure that the Target shall take such action to avoid, dispute, resist, appeal, mitigate, compromise or contest any Claim for Tax as the Seller may reasonably request in writing and the Seller may elect to have any action referred to in this paragraph 3.2 delegated to it has determined has given and conducted by the Seller or could give rise professional advisers nominated by it for this purpose, in each case acting in the name of the Target, but (in the case of professional advisors) reporting to an Indemnity Claimthe Seller, in which event the Seller shall: (a) keep the Buyer fully informed of all matters relating to any action referred to in paragraph 3.2 of this Part and deliver to the Buyer copies of all material written correspondence relating to the action referred to in paragraph 3.2 of this Part; (b) inform the Buyer in writing of the content of all material discussions, correspondence or other communication which it is intending to have with or submit to any Tax Authority at least 10 business days prior to the intended discussion or submission of the correspondence or other communication (in each case the “Intended Communication”) to allow the Buyer to comment thereon. The Purchasers Seller shall immediatelytake account of and reflect in the Intended Communication any reasonable comments made by the Buyer; (c) not submit, make or have any Intended Communication until the Buyer has either supplied the Seller with its comments or notified the Seller that it has no comments provided that if the Buyer does not supply any comments or give any such notification within 10 business days of receipt of the Intended Communication, then the Seller shall be entitled to submit, make or have the Intended Communication. 3.3 The Buyer shall not be obliged to procure that the Target makes or defends any appeal against a determination by the Tax Chamber of the First-tier Tribunal unless leading Tax counsel of at least 7 years standing (“Counsel”) advises that the appeal or defence has more than a 50% chance of success. Counsel shall be chosen jointly by the Seller and the Buyer and shall be instructed by the Seller who shall take account of all reasonable comments made by the Buyer in preparing the instructions. The Buyer shall be entitled to attend any event within thirty conference with Counsel. 3.4 The Buyer shall not be obliged to, or to procure the Target to, agree to the settlement or compromise of any Claim for Tax or any proposal for such settlement or compromise which, in the Buyer’s reasonable opinion is likely to have a material adverse effect on the future Tax liability of the Target; 3.5 The Buyer shall not be obliged to take or procure that the Target takes any action: (30a) days where the Seller requests an appeal and the appeal cannot be made without the Tax the subject of the Claim for Tax being paid to the relevant Tax Authority, unless the Seller pays such amount to the Buyer; or (b) if the Seller: (i) becomes insolvent; (ii) has an administrative receiver or other receiver appointed over all or any of its assets or undertaking; (iii) enters into any composition or arrangement with or for the benefit of its creditors; or (iv) if the equivalent of any of the events described in this clause inclusive occurs in relation to the Seller under the laws of any jurisdiction; (c) which would constitute fraudulent or negligent conduct on the part of the Buyer and/or the Target; or (d) which would be materially prejudicial to the Tax affairs of the Buyer, the Target or any member of the Buyer’s Group. 3.6 The Seller shall indemnify the Buyer and the Target to their reasonable satisfaction against all reasonable costs, expenses, losses (including interest on overdue Taxation and any Tax Liability) and damages that may arise from the time exercise by the Seller of its rights under this paragraph 3. 3.7 The Buyer shall or shall procure that either the Target shall (at the Seller’s cost) provide such information and assistance as the Seller may reasonably require in connection with the preparation for and conduct of such proceedings. 3.8 If the Seller: (a) does not request the Buyer to take any action pursuant to paragraph 3.2; or (b) fails to indemnify the Buyer and the Target (in accordance with paragraph 3.6); within 15 Business Days of the Purchasers learns giving of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to the Seller of under paragraph 3.1, the events, circumstances, claims Buyer and actions that have occurred and have become known the Target shall be free to settle or pay the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”)for Tax on such terms as they shall in their absolute discretion think are reasonable. (b) The Seller 3.9 For the avoidance of doubt it is agreed and declared that nothing contained in this paragraph 3 shall have thirty (30) days oblige the Buyer to prevent the Target from its receipt making a payment of Taxation at the Claim Notice (the “Reply Period”)time necessary to avoid incurring any fine, to notify the Purchasers that it objects penalty or disputes the Claim Notice or the amount or interest in respect of any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”)unpaid Taxation. (c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In 9.1 If the event that any of Buyer or the Purchasers Company becomes aware after Completion of a Tax Claim or any matter, other matter which it has determined has given or could may give rise to an Indemnity a claim against the Seller under paragraph 2 of this Schedule, the Buyer shall as soon as reasonably practicable thereafter give written notice of the Tax Claim or other matter to the Seller provided that the giving of such notice will not be a condition precedent to the liability of the Sellers under paragraph 2. 9.2 Subject to paragraph 9.4 and provided that the Seller indemnifies and secures (by way of monies on account) the Company and the Buyer to the reasonable satisfaction of the Buyer against all losses, costs, damages and expenses (including interest or surcharge on overdue Taxation) which may be incurred thereby, the Buyer will procure that the Company, at the Seller’s cost and expense, takes such action and gives such information and assistance in connection with the Taxation affairs of the Company as the Seller may reasonably and promptly request by notice in writing to the Buyer to dispute, appeal against, settle or compromise any Tax Claim, including applying to postpone (so far as legally possible) the payment of any Taxation but not including allowing the Seller or its advisors to take on or take over the conduct of any Dispute. 9.3 Subject to paragraphs 9.4 and 9.5, and to compliance by the Sellers with paragraph 9.2 in relation to any Dispute, the Buyer will not, and will procure that the Company will not, without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed: 9.3.1 transmit any communication (awhether written or otherwise) to any Taxation Authority; 9.3.2 settle or compromise the relevant Tax Claim; or 9.3.3 agree any matter which is likely to adversely affect the amount of the relevant Tax Claim. 9.4 The Purchasers shall immediately, Buyer will not be required to take or procure that the Company will take any action mentioned in paragraph 9.2: 9.4.1 which it considers to be materially prejudicial to the Taxation affairs of the Company or the Buyer; or 9.4.2 which involves contesting a Tax Claim beyond the first appellate body (excluding the Taxation Authority which has made the Tax Claim) in the jurisdiction concerned unless the Seller obtains (at the Seller’s cost and expense) the opinion of tax counsel of at least five years’ call that it is reasonable in all circumstances to make such an appeal. 9.5 If the Seller fails promptly (and in any event within thirty (30) days from the time that either 10 Business Days of the Purchasers learns Buyer giving notice requiring the Sellers to do so) to inform the Buyer of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to any action which the Seller of wishes the events, circumstances, claims and actions that have occurred and have become known Buyer to procure the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”). (b) The Seller shall have thirty (30) days from its receipt of the Claim Notice (the “Reply Period”), Company to notify the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”). (c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claimtake under paragraph 9.2, the matter shall Buyer will be referred entitled to procure that the Claims Dispute Resolution procedure Company settles or compromises any Tax Claim on such terms as it determines in Section 7.7 belowits absolute discretion.

Conduct of Claims. 10.1 If the Buyer or any of the Broadcast Group Companies receives a Tax Assessment which relates in whole or in part to Taxation for which the Sellers may be liable under this Deed or any other notification from a Tax Authority which may give rise to a Tax Claim, the Buyer shall immediately give written notice of the Tax Assessment or other matter to the Sellers. The Buyer shall, or shall procure that the relevant Broadcast Group Company or Companies shall, take such action and give such information and assistance in connection with the affairs of the relevant Broadcast Group Company or Companies as the Sellers may reasonably request to resist, appeal, dispute, avoid or compromise the Tax Assessment. Such information and assistance shall include, without limitation, providing reasonable access to relevant documentation and records and permitting the copying of such documentation and records. 10.2 For the avoidance of doubt, the actions which the Sellers may reasonably request under this clause 10 shall include (without limitation) the procuring of any Broadcast Group Company to apply to postpone (so far as legally possible) the payment of any Taxation and/or allowing either or both of the Sellers to take on or take over at its own expense the conduct of all or any proceedings of whatsoever nature arising in connection with the Tax Claim in question and, if the Seller(s) take on or take over the conduct of proceedings, the Buyer shall provide, and shall procure that any Broadcast Group Company shall provide, such information and assistance as the Seller(s) may reasonably require in connection with the preparation for and conduct of those proceedings. 10.3 If either or both of the Sellers elect to have conduct of a claim in accordance with the provisions set out above: 10.3.1 the Buyer shall be kept informed of all material matters pertaining thereto and steps proposed to be taken by the Seller(s) and shall be entitled to receive copies of all material correspondence in connection with the claim in question; 10.3.2 the Sellers shall provide the Buyer with drafts of material correspondence in relation to the Tax Assessment in question and shall provide the Buyer with an opportunity to comment thereon. The Sellers shall not unreasonably refuse to accept any such comments; 10.3.3 the Sellers shall not make any settlement or compromise of any Taxation Assessment unless it has first notified the Buyer and any Broadcast Group Company of the terms of such proposed settlement or compromise and the Buyer has given its consent in writing to such settlement or compromise (such consent not to be unreasonably withheld or delayed) but if such consent is refused the Sellers’ liability under the Tax Deed in relation to that Taxation Assessment shall be limited to a maximum of the amount for which the Sellers would have been liable if such consent had been forthcoming. 10.4 In the event that any neither of the Purchasers becomes aware Sellers has requested in writing that it be allowed to take on or take over the conduct of all or any proceedings pursuant to clause 10.2 in relation to the Tax Assessment or notification referred to in clause 10.1: 10.4.1 the Buyer shall, and shall procure that any Broadcast Group Company shall, provide the Sellers with copies of all correspondence entered into and notes of any mattermaterial conversations or meetings with any Taxation Authority to the extent that such correspondence or notes relate to the Tax Assessment in question; 10.4.2 no material written communication shall be forwarded to any Taxation Authority in relation to that Tax Assessment without the prior written approval of the Sellers (such approval not to be unreasonably withheld or delayed) provided that if no such approval or notice that approval is to be withheld is received by the Buyer within 10 Business Days of request by the Buyer, the Buyer shall be entitled to forward such communication to any Taxation Authority; 10.4.3 the Buyer or any Broadcast Group Company (as the case may be) shall not be at liberty without reference to the Sellers to admit, compromise (consent to which it has determined has given shall not be unreasonably withheld by the Sellers) or could give rise to an Indemnity Claim: (a) The Purchasers shall immediately, and in otherwise deal with any event within thirty (30) days from the time that Tax Assessment unless either of the Purchasers learns Sellers serves a notice on the Buyer to the effect that it considers that the Tax Assessment should no longer be resisted provided that if neither of the Sellers serve such a notice on the Buyer or discovers such an Indemnity Claim (the “Notice Period”), send a on any Broadcast Group Company within 20 Business Days of receipt of written notice to from the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”). (b) The Seller shall have thirty (30) days from its receipt of the Claim Notice (the “Reply Period”), to notify the Purchasers Buyer or any Broadcast Group Company that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”)intends to admit, compromise, or otherwise notify deal with the Purchasers that it does not dispute Tax Assessment, the Claim Notice and accepts liability for Buyer or any member of the Indemnity Claim (Broadcast Group may admit, compromise or otherwise deal with the “Claim Acceptance”)Tax Assessment as the Buyer or Broadcast Group Company may in its absolute discretion think fit. (c) If 10.4.4 For the Seller fails purposes of clause 10.4.3, the Sellers shall act reasonably in refusing to respond consent to a claim being admitted or compromised by the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount Buyer if either of the Loss subject Sellers has instructed leading Tax Counsel of at least ten years’ call (at the Sellers’ expense) and has been advised by such Counsel that the chances of success are greater than the chances of failure if the Tax Assessment is resisted further and either or both of the Indemnity ClaimSellers then elect to have conduct of such claim, complying in relation to such conduct with the obligations set out in clauses 10.2 and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period10.3. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. In 4.1 For the event that purposes of this paragraph any action taken or authorised by and any notice or document given to the Holdings Vendors’ Representative shall be deemed to be taken or authorised by or given to each of the Warrantors and shall be binding on each of them. 4.2 If the Purchaser or Holdings or HHL or any of the Purchasers becomes Subsidiaries become aware of any matter, claim by a third party against any of them (“third party claim”) which it has determined has given does or could might reasonably be expected to give rise to a Claim or an Indemnity Claim: , the Purchaser shall (aor shall procure that Holdings or HHL or any Subsidiary concerned shall) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a as soon as reasonably practicable give written notice to the Seller Holdings Vendors’ Representative of the events, circumstances, claims third party claim and actions that have occurred and have become known shall consult with the Holdings Vendors’ Representative with respect to such matter but such notice shall not be a condition precedent to the Purchasers that comprise the Indemnity Claim (stating the amount liability of the LossWarrantors; 4.3 Subject to paragraphs 4.4 and 4.6, if known) at the request of the Holdings Vendors’ Representative, the conduct of any proceedings of whatsoever nature arising in connection with any such third party claim shall be delegated entirely to the Holdings Vendors’ Representative and in that connection the Purchaser shall give or cause to be given to the Holdings Vendors’ Representative all such assistance as the Holdings Vendors’ Representative may bring about reasonably require in disputing any such third party claim and shall instruct such solicitors or other professional advisers as the application Holdings Vendors’ Representative may nominate to act on behalf of Section 7.1 the Warrantors, the Purchaser or Holdings or HHL or any relevant Subsidiary but in accordance with the Holdings Vendors’ Representative’s instructions. 4.4 If any proceedings are delegated to the Holdings Vendors’ Representative in accordance with clause 4.3, the Holdings Vendors’ Representative shall keep the Purchaser fully and promptly informed of this Agreement all material developments and not settle or compromise any such claim on terms that involve the Purchaser or any member of the Xxxx Group in any continuing liability or obligation to the third party claimant without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed taking into consideration the “Claim Notice”effect on the business, reputation and goodwill of the Purchaser’s Group). Without prejudice to the foregoing, the Holdings Vendors’ Representative shall fully and promptly consult with the Purchaser as to the most effective way to approach the conduct of negotiations and/or proceedings relating to the third party claim (including how to avoid, contest, dispute, resist, appeal, compromise or defend the same), and take reasonable account of its proposals and suggestions (taking into account the same considerations referred to above as to the effect thereof on the business, reputation and goodwill of the Purchaser’s Group). (b) The Seller 4.5 Subject to paragraph 4.6, the Purchaser shall have thirty (30) days from its receipt not, and shall ensure that no member of the Claim Notice (Purchaser’s Group will, admit liability in respect of, or compromise or settle, the “Reply Period”), to notify third party claim without the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect prior written consent of the Indemnity Claim subject of the Claim Notice Holdings Vendors’ Representative (the “Claim Objection”), such consent not to be unreasonably withheld or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”delayed). 4.6 The Purchaser and the members of the Xxxx Group shall not be obliged to take any action pursuant to, or to permit the Warrantors to take any action pursuant to paragraph 4.3 or to comply with paragraph 4.5 if: 4.6.1 the Holdings Vendors’ Representative has not complied with its obligations pursuant to paragraph 4.4; 4.6.2 any request made by the Holdings Vendors’ Representative pursuant to paragraph 4.3 is not made within a reasonable time (cbeing not less than 15 Business Days) If of receipt by the Seller fails to respond Vendors’ Representative of any notice of any third party claim given to the Claim Notice within Vendors’ Representative (and, in any event, in the Reply Period, or sends a written notice case of a Claim Acceptance third party claim which requires an appeal to be made or other action to be taken within a specified period of time, at least two Business Days prior to the expiry of such specified period); and 4.6.3 such action involves contesting any decision of any court or any other appellate body (including any tribunal or court) unless they have been advised in writing, then at the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount expense of the Loss subject Warrantors, by leading counsel instructed by agreement between the Purchaser and the Holdings Vendors’ Representative that an appeal against such decision would have at least a 50% chance of being won by the Purchaser or the relevant member of the Indemnity Claim, Xxxx Group; and 4.6.4 save where the Warrantors provide indemnities and the Seller shall pay the amount thereof security reasonably satisfactory to the Purchasers in cash within thirty (30) days from Purchaser therefore, such action is likely to increase the end liability to Tax of any member of the Reply PeriodPurchaser or the relevant member of the Xxxx Group for accounting periods ending after Completion. (d) If within 4.6.5 subject to paragraph 1.1, the Reply Period Purchaser and/or the Seller sends a written notice relevant member of the Xxxx Group have not been indemnified to the Purchasers reasonable satisfaction of a Claim Objectionthe Purchaser against all costs, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached charges, taxation and expenses which may be thereby suffered or incurred by the Parties within thirty (30) days from Purchaser or the end relevant member of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 belowXxxx Group.

Conduct of Claims. In 4.1 If the event that any of Buyer or the Purchasers Company becomes aware of any matter, Claim for Tax which it has determined has given gives or could may give rise to an Indemnity a Tax Claim: , the Buyer shall, or shall procure that the Company shall, forthwith (a) The Purchasers shall immediately, and in any event within thirty (30) days from event, in the case of the receipt of a Claim for Tax consisting of any assessment or demand for Tax or for which the time that either for response or appeal is limited, not less than ten clear Business Days prior to the day on which the time for response or appeal expires) give written notice of the Purchasers learns Claim for Tax to the Seller Representative. 4.2 If the Seller Representative reasonably requires in writing, the Buyer shall, or shall procure that the Company shall, supply the Seller Representative with such available and relevant details, documentation, correspondence and information which is in the possession of the Buyer or discovers the Company and shall take such an Indemnity action as the Seller Representative may reasonably request in writing to negotiate, avoid, dispute, resist, compromise, defend or appeal against the Claim for Tax and any adjudication in respect of the Claim for Tax provided that the Warrantors shall first indemnify the Company and the Buyer to the reasonable satisfaction of the Buyer against all reasonable costs and expenses which may be incurred in relation to the same. 4.3 The Seller Representative shall not be entitled to require the Company to delegate the conduct of any action referred to in paragraph 4.2 of this Part of Schedule 7 to the Warrantors but shall however be entitled to have such action be conducted by their nominated professional advisers provided that the appointment of such professional advisers shall be subject to the approval of the Buyer (such approval not to be unreasonably withheld or delayed) and shall be deemed to be given in the “Notice Period”), send event that the Buyer does not give a reasoned written response to a request for approval by the Seller Representative. 4.4 If the Seller Representative does not request the Buyer or the Company to take action pursuant to paragraph 4.2 of Schedule 7 part 4 within fourteen days of the said written notice to the Seller Representative or the Warrantors fail to indemnify the Buyer or the Company concerned as provided in that paragraph within a reasonable period in the light of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”). (b) The Seller shall have thirty (30) days from its receipt nature of the Claim Notice (for Tax, the “Reply Period”), Buyer or the Company shall be free to notify the Purchasers that it objects pay or disputes settle the Claim Notice for Tax on such terms as they may in their reasonable discretion think fit without effecting its rights under the Schedule. 4.5 The Buyer shall keep the Seller Representative informed of the progress in settling the relevant Claim for Tax and shall, as soon as reasonably practicable, forward or procure to be forwarded to the Warrantors extracts of all material correspondence pertaining to it which, for the avoidance of doubt, will only be used in defending a Claim for Tax. 4.6 The Buyer shall not be obliged to take or procure the taking of the following action pursuant to paragraph 4.2 of this Schedule 7 part 4: 4.6.1 agreeing to the settlement or compromise of any Claim for Tax or any proposal for the same which is likely to affect the amount involved or future liability to Tax of the Company, the Buyer or any member of the Buyer’s Group unless the Warrantors indemnify the Buyer or the amount Company to the Buyer’s reasonable satisfaction against any such future liability to Tax; and 4.6.2 contesting any Claim for Tax before any court or other appellate body (excluding the General Commissioners of HM Revenue and Customs, the Special Commissioners of HM Revenue and Customs or the Value Added Tax Tribunal in the UK, the IRS Appeals Office in the US and any aspect equivalent of any such body outside the UK) unless at the sole expense of the Indemnity Warrantors, the Seller Representative obtains the written opinion of Tax counsel of at least five years call (or equivalent with respect to Tax outside the United Kingdom) after disclosure of all relevant information and documents and having regard to all the circumstances that on the balance of probabilities the action will succeed or contesting the Claim for Tax is the right course of action for the purpose of obtaining a favourable settlement with the relevant Tax Authority. 4.7 If it is alleged by any Tax Authority in writing that any Warrantors (at any time) or the Company (prior to Completion) has committed any act or omission constituting fraudulent or gross negligent conduct relating to Tax the subject of the any subsisting Tax Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does paragraph 4.2 of this Schedule 7 part 4 shall not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”). (c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, apply and the Seller Warrantors shall pay the amount thereof cease to the Purchasers in cash within thirty (30) days from the end of the Reply Periodhave any right under that paragraph. (d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim. (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.

Conduct of Claims. 11.1 In the event that any case of the Purchasers becomes aware of any matteran issue, which it has determined has given matter or could give fact potentially giving rise to an Indemnity a Claim: (a) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of Party seeking damages or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of indemnification under this Agreement (the “Claim NoticeIndemnitee”). (b) The Seller shall have thirty (30) days from its receipt of the Claim Notice other Party (the “Reply PeriodIndemnitor”), to notify ) shall (i) within reasonable promptness and in no case later than within a period of one month after the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect Indemnitee becomes aware of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”)matter, or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”). (c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period. (d) If within the Reply Period the Seller sends a give written notice to the Purchasers Indemnitor of the Breach, state the circumstances of the Breach in reasonable detail, furnish reasonable proof as it has in its possession of the Breach and, to the extent then feasible, set forth the estimated amount of such Breach and (ii) shall grant the Indemnitor the opportunity to remedy the Breach within a Claim Objectionreasonable period of time of at least 45 Business Days, provided, that the failure of the Indemnitee to give written notice to the Indemnitor within a period of one month shall relieve the Indemnitor from the indemnification obligations herein unless the Indemnitor is not actually prejudiced as a result of the failure to give such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claimnotice. 11.2 If claims are raised, legal or administrative proceedings commenced or threatened to be commenced against the Indemnitee by a third party, including government agencies (e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Perioda “Third Party Claim”), notwithstanding xxxxxxx efforts which may give rise to settle the Indemnity a Claim, the matter Indemnitee shall notify the Indemnitor in compliance with Section 11.1 of such Third Party Claim. The Indemnitee shall ensure that the Indemnitor shall (i) be provided with all materials, information (as it has in its possession) and assistance relevant in relation to the Third Party Claim, (ii) be given reasonable opportunity to comment or discuss with the Indemnitee any measures which the Indemnitor proposes to take or to omit in connection with a Third Party Claim, and (iii) in particular, the Indemnitor shall be referred given an opportunity to comment on, participate in, and review any reports on social security audits, disputes or appeals or other measures and shall receive without undue delay copies of all relevant notices (Bescheide) of any authority. 11.3 If and to the Claims Dispute Resolution procedure extent the Indemnitor depends on the cooperation of the Indemnitee, the Indemnitee shall, to the extent legally possible for the Indemnitee, at the request and expense of the Indemnitor, take all reasonable steps the Indemnitor may reasonably request from the Indemnitee in that respect. 11.4 No admission of a Third Party Claim shall be made by or on behalf of the Indemnitee and the Third Party Claim shall not be disposed of (erledigt) or settled (verglichen) without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. 11.5 The Indemnitor shall be entitled at its own expense and its absolute discretion to take such action as the Indemnitor shall deem necessary or appropriate to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third Party Claim (including making counter claims or other claims against third parties) in the name of and on behalf of the Indemnitee provided, however, that the Indemnitor prior to such action has acknowledged in writing to the Indemnitee that the Indemnitee will indemnify the Indemnitee from such Third Party Claim. The Indemnitee shall give all such information and assistance, as described above, including access to premises and personnel and the right to examine and copy or photograph any assets, accounts, documents and records as the Indemnitor or its professional advisors may from time to time request. The Indemnitor agrees to keep all such information confidential and only to use it for such purpose. 11.6 To the extent that the Indemnitor is in breach of a guarantee, breach of a covenant or in case of an indemnification all costs and expenses incurred by the In- demnitor in defending such claim shall be borne by the Indemnitor; if it turns out that the Indemnitor was not in breach, any costs and expenses reasonably incurred by it in connection with the defence (including adviser’s fees and internal costs of its staff) shall be borne by the Indemnitee. 11.7 The failure of any Indemnitee to comply with the obligations of the Indemnitee under this Section 7.7 below11 shall release any Indemnitor from its obligation to pay damages or to indemnify under this Agreement. 11.8 Any payments of the Indemnitor to the Indemnitee in connection with this Section 11 shall be considered as an adjustment of the Purchase Price.

Conduct of Claims. In the event that 6.1 If any of the Purchasers Buyer Group Company becomes aware of any matter, which it has determined has given or could give rise to an Indemnity Claim: (a) which is reasonably likely to give rise to a claim being made by a third party against a Buyer Group Company which will or is reasonably likely to give rise to a Relevant Claim (other than a Taxation Claim); or (b) in respect of which any Buyer Group Company is or is reasonably likely to become entitled to recover from any third party any sum in respect of any loss, damage or liability which is or may become the subject of a Relevant Claim (other than a Taxation Claim), in each case, a Third Party Claim, then the following provisions of this paragraph 6 shall apply. 6.2 The Purchasers shall immediatelyBuyer shall, and in upon the Buyer, or any event within thirty (30) days from the time that either Buyer Group Company becoming aware of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”)Third Party Claim, send a as soon as reasonably practicable, give written notice (containing reasonable details of the Third Party Claim) to the Seller of the eventsmatter. 6.3 The Buyer shall not, circumstancesand shall procure that no Buyer Group Company shall, claims and actions that have occurred and have become known make any admission of liability in respect of the Third Party Claim, or compromise or settle the Third Party Claim, without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed. Upon request, the Buyer shall provide to the Purchasers Seller all details of all amounts recovered in respect of such Third Party Claim or shall confirm that comprise there are none. 6.4 The Buyer shall, and shall procure that each Buyer Group Company shall: (a) between the Indemnity Claim (stating hours of 9:30 to 5:30 from Monday to Friday and on receiving no less than 3 Business Days’ notice provide, the amount Seller and the Seller's professional advisers with reasonable access to premises, personnel and to all relevant documents, records, correspondence, accounts and other information within the possession of any Buyer Group Company solely for the Loss, if known) and that may bring about purpose of investigating the application of Section 7.1 of this Agreement (the “Claim Notice”).Third Party Claim; (b) retain and preserve all relevant documents, records, correspondence, accounts and other information within the possession of any such persons which are or would reasonably be considered relevant in connection with the Third Party Claim for so long as any such actual or prospective Third Party Claim remains outstanding, provided that nothing in this paragraph 6.4 shall require the Buyer or any Buyer Group Company to provide or allow access to such information that is reasonably regarded by the Buyer and its legal advisers as legally privileged in relation to any actual or potential Third Party Claim. For the avoidance of doubt, the Seller shall at all times keep confidential, and shall procure that its representatives shall at all times keep confidential, all information obtained by it pursuant to this paragraph 6.4 (provided that the Seller shall not be restricted from disclosing such information to the extent required in connection with any legal action or proceedings). 6.5 The Seller shall have thirty (30) days from its receipt be entitled to copies of any of the Claim Notice (documents, records and information referred to in paragraph 6.4(b) or, in the “Reply Period”)event that the Seller wants to insure against its liabilities in respect of any actual or prospective Third Party Claim, to notify the Purchasers any information that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”)a prospective insurer may reasonably require before effecting such insurance. 6.6 The Buyer shall, and shall procure that each Buyer Group Company shall: (ca) If take such action and institute such proceedings, and give such information and assistance, as the Seller fails may reasonably request to respond dispute, resist, appeal, compromise, defend, remedy or mitigate the Third Party Claim or to enforce against any person (other than the Seller) the rights of any Buyer Group Company in relation to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Third Party Claim, and more generally co-operate with the Seller shall pay the amount thereof and its professional advisers; and (b) in connection with any proceedings related to the Purchasers in cash within thirty Third Party Claim (30other than against the Seller) days from use professional advisers nominated by the end Seller and, if the Seller so requests, permit the Seller to have exclusive conduct of the Reply Periodnegotiations and/or proceedings. (d) If within the Reply Period the 6.7 The Seller sends a written notice shall indemnify, to the Purchasers Buyer's reasonable satisfaction, the Buyer and each Buyer Group Company against all costs and expenses which may reasonably be incurred by the Buyer and each Buyer Group Company in complying with its or their obligations under paragraphs 6.4 and 6.6. 6.8 Nothing in paragraph 6.3 and 6.6 or paragraph 8 shall permit the Sellers to take, or require the Buyer or any member of a the Buyer’s Group to take or omit to take, any action in relation to any Third Party Claim Objectionwhere, in the opinion of the Buyer, such notice shall state in detail action or omission could reasonably be expected to be materially prejudicial to the reasons why it does not accept liability for commercial interests and business (including its effect on the Indemnity Claim. (ebalance sheet) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle Target Group or the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 belowBuyer's Group.

Conduct of Claims. In (a) If the event that any of Target or the Purchasers Purchaser receives or becomes aware of any mattera Claim for Tax, which it has determined has given the Purchaser shall or could shall procure that the Target shall give rise written notice of such Claim for Tax to an Indemnity Claim: (a) The Purchasers shall immediatelythe Vendor as soon as reasonably practicable and, and in any event event, in the case where the Claim for Tax consists of an assessment or demand for which the period for response or appeal is time limited, within thirty fifteen Business Days prior to the expiry of such time limit (30) days from provided that failure to deliver such notice within such time frame will not restrict the time that either ability of the Purchasers learns of Purchaser to make a claim against the Vendor pursuant to this Clause 7 or discovers such an Indemnity Claim (under the “Notice Period”), send a written notice to the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”Tax Warranties). (b) The Seller shall have thirty (30) days from its receipt of the Claim Notice (the “Reply Period”Subject to this Clause 7.5(b), Clause 7.5(c) and Clause 7.5(f) the Purchaser shall or shall procure that the Target shall take such action to notify avoid, dispute, resist, appeal, mitigate, compromise or contest any Claim for Tax as the Purchasers Vendor may reasonably request in writing provided that it objects the Purchaser shall not be obliged to take or disputes procure that the Claim Notice Target takes any such action unless the Vendor has indemnified the Purchaser and the Target to the Purchaser’s reasonable satisfaction against any taxation, losses, damages, costs or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”)expenses which may be incurred in taking such action. (c) If Subject to this Clause 7.5(c) the Seller fails Vendor may elect to respond have any action referred to in Clause 7.5(b) delegated to it and conducted by professional advisers nominated by it for this purpose acting on behalf of the Target and reporting to the Claim Notice within Vendor in which event the Reply PeriodVendor shall: (i) keep the Purchaser fully informed of all matters relating to the action and promptly deliver to the Purchaser copies of all written correspondence to or from a Tax Authority relating to the action; (ii) obtain the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) to the content and sending of each written communication relating to the action to a Tax Authority and the Vendor shall include the Purchaser’s reasonable comments thereon and shall allow the Purchaser at least ten Business Days to consider such approval and to provide its comments; (iii) not be entitled to procure that the Target makes or defends any appeal before a tribunal, court or sends other body unless leading Tax counsel (Counsel) (appointed at the cost of the Vendor) advises that the appeal or defence is a written notice reasonable course of a Claim Acceptance within such period, then action to take in all the Indemnity Claim shall be deemed accepted. The Purchasers may recover circumstances having regard to the amount of the Loss subject of the Indemnity Claim, liability in question and the Seller chances of success. Counsel shall pay be chosen by the amount thereof Vendor with the Purchaser’s approval (such approval not to be unreasonably withheld or delayed). Counsel shall be instructed by the Purchasers Vendor who shall take account of all reasonable comments made by the Purchaser in cash within thirty (30) days from preparing the end of the Reply Period.instructions. The Purchaser shall be entitled to attend any conference with Counsel; (div) If within notwithstanding paragraph (iv) above, not be entitled to procure the Reply Period Target makes or defends any appeal before the Seller sends a written notice Court of Appeal or any superior tribunal unless the Vendor secures the Purchaser to the Purchasers of a Claim Objectionits satisfaction against any taxation, such notice shall state losses, damages, costs or expenses referred to in detail the reasons why it does not accept liability for the Indemnity Claim.clause 7.5(b) above; (ev) If no agreement is reached by not be entitled to procure the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.Target takes any action which: