Common use of Defence of Claims Clause in Contracts

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees In connection with any claim that may give rise to indemnity under Section 10.1 resulting from or arising out of any Claim claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may applyProceeding against an Indemnitee by a Person that is not a party hereto, the Buyer shall notify Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the Supplier in writing of such fact. The Supplier shall relevant Indemnitee, assume the defence thereof of any such claim or Proceeding if all Indemnifying Parties with counsel designated by respect to such claim or Proceeding jointly acknowledge to the Supplier Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provide assurances, satisfactory to such Indemnitee, that the affected IndemniteesIndemnifying Parties will be financially able to satisfy such claim in full if such claim or Proceeding is decided adversely. If the Indemnifying Parties assume the defence of any such claim or Proceeding, acting reasonablythe Indemnifying Parties shall select counsel reasonably acceptable to such Indemnitee to conduct the defence of such claim or Proceeding, shall take all steps necessary in the defence or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Parties shall have assumed the defence of any claim or Proceeding in accordance with this Section 10.4, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; provided, however, that if the defendants in Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such action include both settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Such Indemnitee shall be entitled to participate in (but not control) the Indemnitees defence of any such action, with its own counsel and the Supplier at its own expense. Each Indemnitee shall, and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional cause each of its Affiliates, Associates, officers, employees, consultants and agents to, or inconsistent with, those available to cooperate fully with the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate Indemnifying Parties in the defence of such action on behalf of any claim or Proceeding being defended by the IndemniteesIndemnifying Parties pursuant to this Section 10.4. The Supplier shall promptly confirm that it is assuming If the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to Indemnifying Parties do not assume the defence of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 10.4, such Claim (which failure shall be assumed if the Supplier fails to provide the Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Suppliersame to the Indemnifying Parties, contest (or, with on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the prior written consent manner in which such Indemnitee defended such claim or proceeding or the amount of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment nature of any such Claim may be made without consent settlement, such Indemnifying Party shall have the burden to prove by a preponderance of the Supplier (with evidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner. The final determination of any such claim pursuant to this Section 10.4, including all related costs and expenses, shall be binding and conclusive upon the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing parties as to the Indemnitees will be validity or invalidity, as the amount case may be, of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recoveryclaim against the Indemnifying Party.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees indemnified party of any Claim claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the an indemnity provided for in Section 14.3 section 6.6, section 15.3 or section 15.4 may apply, the Buyer shall indemnified party will notify the Supplier indemnifying party in writing of such fact. The Supplier shall indemnifying party will assume the defence thereof with counsel designated by the Supplier indemnifying party and satisfactory to the affected Indemniteesindemnified party, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees indemnified party and the Supplier indemnifying party and the Indemnitees shall have indemnified party has reasonably concluded that there may be legal defences available to them it which are different from or additional to, or inconsistent with, those available to the Supplierindemnifying party, the Indemnitees shall indemnified party will have the right to select separate counsel satisfactory to the Supplier indemnifying party acting reasonably (at no additional cost to the Indemniteesindemnified party) to participate in the defence of such action on behalf of the Indemniteesindemnified party. The Supplier shall indemnifying party will promptly confirm that it is assuming the defence of the Indemnitees indemnified party by providing written notice to the Indemniteesindemnified party. Such notice shall will be provided no later than five (5) business days prior to the deadline for responding to any Claim claim relating to any Indemnifiable Loss.‌indemnifiable loss. (b) Should any of the Indemnitees an indemnified party be entitled to indemnification under Section 14.3 as a result of a Claim by a third partysection 6.6, section 15.3 or section 15.4, and the Supplier indemnifying party fails to assume the defence of such Claim the claim (which failure shall will be assumed if the Supplier indemnifying party fails to provide the notice prescribed by Section 14.4(asection 15.5(a)), the Indemnitees shallindemnified party will, at the expense of the Supplierindemnifying party, contest (or, with the prior written consent of the Supplierindemnifying party, acting reasonably, settle) such Claimthe claim, provided that no such contest need be made (and settlement or full payment of any such Claim claim may be made made) without the consent of the Supplier indemnifying party (with the Supplier indemnifying party remaining obligated to indemnify the Indemnitees indemnified party under Section 14.3)section 6.6, section 15.3 or section 15.4, as the case may be, if, in the written opinion of an independent third party counsel chosen by the Company Representativesparties, such Claim the claim is meritorious). If the Supplier indemnifying party is obligated to indemnify any Indemnitees indemnified party under Section 14.3section 6.6, section 15.3 or section 15.4, the amount owing to the Indemnitees indemnified party will be the amount of such Indemnitees’ the indemnified party’s actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.. Draft

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer AESO shall notify the Supplier Generator in writing of such fact. The Supplier Generator shall assume the defence thereof with counsel designated by the Supplier Generator and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier Generator and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the SupplierGenerator, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier Generator acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier Generator shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days Business Days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third third-party, and the Supplier Generator fails to assume the defence of such Claim (which failure shall be assumed if the Supplier Generator fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the SupplierGenerator, contest (or, with the prior written consent of the SupplierGenerator, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier Generator (with the Supplier Generator remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third third-party counsel chosen by the Company Contract Representatives, such Claim is meritorious. If the Supplier Generator is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ ' actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer AESO shall notify the Supplier Generator in writing of such fact. The Supplier Generator shall assume the defence thereof with counsel designated by the Supplier Generator and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier Generator and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the SupplierGenerator, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier Generator acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier Generator shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days Business Days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third third-party, and the Supplier Generator fails to assume the defence of such Claim (which failure shall be assumed if the Supplier Generator fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the SupplierGenerator, contest (or, with the prior written consent of the SupplierGenerator, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier Generator (with the Supplier Generator remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third third-party counsel chosen by the Company Contract Representatives, such Claim is meritorious. If the Supplier Generator is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ ' actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any third party Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 2.3(f) and Section 14.3 2.3(g) and 14.1 may apply, the Buyer DSO shall notify the Supplier Participant in writing of such fact. The Supplier Participant shall assume the defence thereof with counsel designated by the Supplier Participant and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that that, if the defendants in any such action include both the Indemnitees and the Supplier Participant and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the SupplierParticipant, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier Participant acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier Participant shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the IndemniteesDSO. Such notice shall be provided no later than five (5) days Business Days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 14.1 as a result of a Claim by a third party, and the Supplier Participant fails to assume the defence of such Claim (which failure shall be assumed if the Supplier Participant fails to provide the notice prescribed by Section 14.4(a14.2(a)), the Indemnitees shall, at the expense of the SupplierParticipant, contest (or, with the prior written consent of the SupplierParticipant, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier Participant (with the Supplier Participant remaining obligated to indemnify and defend the Indemnitees under Section 14.314.1), if, in the written opinion of an independent third party counsel chosen by the Company RepresentativesDSO, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees Indemnified Party of any Claim claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the an indemnity provided for in Section 14.3 10.3 may apply, the Buyer shall Indemnified Party will notify the Supplier Indemnifying Party in writing of such fact. The Supplier shall Indemnifying Party will assume the defence thereof with counsel designated by the Supplier Indemnifying Party and satisfactory to the affected IndemniteesIndemnified Party, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees Indemnified Party and the Supplier Indemnifying Party and the Indemnitees shall have Indemnified Party has reasonably concluded that there may be legal defences available to them it which are different from or additional to, or inconsistent with, those available to the SupplierIndemnifying Party, the Indemnitees shall Indemnified Party will have the right to select separate counsel satisfactory to the Supplier Indemnifying Party acting reasonably (at no additional cost to the IndemniteesIndemnified Party) to participate in the defence of such action on behalf of the IndemniteesIndemnified Party. The Supplier shall Indemnifying Party will promptly confirm that it is assuming the defence of the Indemnitees Indemnified Party by providing written notice to the IndemniteesIndemnified Party. Such notice shall will be provided no later than five ten (510) days prior to the deadline for responding to any Claim claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees Indemnified Party be entitled to indemnification under Section 14.3 10.3 as a result of a Claim by a third party, and the Supplier Indemnifying Party fails to assume the defence of such Claim claim (which failure shall will be assumed if the Supplier Indemnifying Party fails to provide the notice prescribed by Section 14.4(asubsection 10.4(a)), the Indemnitees shallIndemnified Party will, at the expense of the SupplierIndemnifying Party, contest (or, with the prior written consent of the SupplierIndemnifying Party, acting reasonably, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier Indemnifying Party (with the Supplier Indemnifying Party remaining obligated to indemnify the Indemnitees Indemnified Party under Section 14.310.3), as the case may be, if, in the written opinion of an independent third party counsel chosen by the Company RepresentativesParties, such Claim is meritorious. If the Supplier Indemnifying Party is obligated to indemnify any Indemnitees Indemnified Party under Section 14.310.3, the amount owing to the Indemnitees Indemnified Party will be the amount of such Indemnitees’ Indemnified Party’s actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any third party Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 2.3(f) and Section 14.3 2.3(g) and 13.1 may apply, the Buyer DSO shall notify the Supplier Participant in writing of such fact. The Supplier Participant shall assume the defence thereof with counsel designated by the Supplier Participant and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that that, if the defendants in any such action include both the Indemnitees and the Supplier Participant and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the SupplierParticipant, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier Participant acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier Participant shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the IndemniteesDSO. Such notice shall be provided no later than five (5) days Business Days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 13.1 as a result of a Claim by a third party, and the Supplier Participant fails to assume the defence of such Claim (which failure shall be assumed if the Supplier Participant fails to provide the notice prescribed by Section 14.4(a13.2(a)), the Indemnitees shall, at the expense of the SupplierParticipant, contest (or, with the prior written consent of the SupplierParticipant, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier Participant (with the Supplier Participant remaining obligated to indemnify and defend the Indemnitees under Section 14.313.1), if, in the written opinion of an independent third party counsel chosen by the Company RepresentativesDSO, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 13.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 13.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a13.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.313.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.313.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ 21.5.1 Each party will defend and (a) Promptly after receipt by the Indemnitees of any Claim or notice in respect of the commencement of Country Agreements) procure its relevant Participating Affiliate to defend any action, administrative claim brought or legal proceeding, threatened against the other party to the extent that such claim is or investigation as may be subject to which the indemnity provided for contained in Section 14.3 may applyClauses 21.1, 21.2, 21.3 and 21.4 (the party providing such defence, the Buyer "Indemnifying Party" and the party entitled to such defence, the "Indemnified Party"). The Indemnifying Party will bear the expense of such defence and pay any damages and legal fees finally awarded by a court of competent jurisdiction which are attributable to such claim. 21.5.2 The Indemnified Party shall notify the Supplier in writing Indemnifying Party of any claim under Clauses 21.1, 21.2, 21.3 and 21.4 within 30 days (or such shorter period as may be required to respond to a third party claim) after receipt of notice. The Indemnifying Party required to indemnify the Indemnified Party under this Agreement shall have no obligation for any claim under this Clause 21.5 to the extent that the defence of such fact. The Supplier shall assume claim is prejudiced by such failure if: (i) the Indemnified Party fails to notify the Indemnifying Party of such claim as provided above; (ii) the Indemnified Party fails to tender control of the defence thereof with counsel designated by the Supplier and satisfactory of such claim to the affected Indemnitees, acting reasonablyIndemnifying Party; provided, however, that if or (iii) the defendants in any such action include both Indemnified Party fails to provide the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate Indemnifying Party with all reasonable cooperation in the defence of such action on behalf of claim (the Indemnitees. cost thereof to be borne by the Indemnifying Party). 21.5.3 The Supplier Indemnifying Party shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided have no later than five (5) days prior to the deadline obligation for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification claim under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed this Agreement if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with Indemnified Party makes any admission or settlement regarding such claim without the prior written consent of the SupplierIndemnifying Party, settle) such Claimwhich consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing sentence, provided that no such contest need be made and settlement or full the Indemnifying Party may settle any claim involving only the payment of money by the Indemnifying Party. 21.5.4 The Indemnified Party shall have the right (but not the obligation) to participate in such defence or settlement (and in the case of any such Claim may be made without proposed settlement of a claim which does not involve only the payment of money, the Indemnifying Party shall obtain the prior written consent of the Supplier (Indemnified Party to such settlement, such consent not to be unreasonably withheld or delayed), in which event the Indemnified Party shall pay its attorneys' fees associated with such participation. 21.5.5 In conducting the defence of the claim, the Indemnifying Party shall liaise with the Supplier remaining obligated to indemnify Indemnified Party and keep the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing Indemnified Party informed as to the Indemnitees will be progress of the amount action and shall take into account the requirements and requests of such Indemnitees’ actual out-of-pocket loss net the Indemnified Party and in particular shall not make any public statement relating to the action without the Indemnified Party's prior written consent and shall not do anything which could potentially adversely prejudice the reputation or goodwill of any insurance proceeds received the Indemnified Party or other recoveryits Affiliates.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees Indemnified Party of any Claim claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the an indemnity provided for in Section 14.3 12.3 may apply, the Buyer shall Indemnified Party will notify the Supplier Indemnifying Party in writing of such fact. The Supplier shall Indemnifying Party will assume the defence thereof with counsel designated by the Supplier Indemnifying Party and satisfactory to the affected IndemniteesIndemnified Party, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees Indemnified Party and the Supplier Indemnifying Party and the Indemnitees shall have Indemnified Party has reasonably concluded that there may be legal defences available to them it which are different from or additional to, or inconsistent with, those available to the SupplierIndemnifying Party, the Indemnitees shall Indemnified Party will have the right to select separate counsel satisfactory to the Supplier Indemnifying Party acting reasonably (at no additional cost to the IndemniteesIndemnified Party) to participate in the defence of such action on behalf of the IndemniteesIndemnified Party. The Supplier shall Indemnifying Party will promptly confirm that it is assuming the defence of the Indemnitees Indemnified Party by providing written notice to the IndemniteesIndemnified Party. Such notice shall will be provided no later than five (5) 10 days prior to the deadline for responding to any Claim claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees Indemnified Party be entitled to indemnification under Section 14.3 12.3 as a result of a Claim by a third party, and the Supplier Indemnifying Party fails to assume the defence of such Claim (which failure shall will be assumed if the Supplier Indemnifying Party fails to provide the notice prescribed by Section 14.4(asubsection 12.4(a)), the Indemnitees shallIndemnified Party will, at the expense of the SupplierIndemnifying Party, contest (or, with the prior written consent of the SupplierIndemnifying Party, acting reasonably, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier Indemnifying Party (with the Supplier Indemnifying Party remaining obligated to indemnify the Indemnitees Indemnified Party under Section 14.312.3), as the case may be, if, in the written opinion of an independent third party counsel chosen by the Company RepresentativesParties, such Claim is meritorious. If the Supplier Indemnifying Party is obligated to indemnify any Indemnitees Indemnified Party under Section 14.312.3, the amount owing to the Indemnitees Indemnified Party will be the amount of such Indemnitees’ Indemnified Party’s actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌Without prejudice to the provisions of this Clause 24, the Lessee shall (subject to having first obtained the consent of the relevant insurers, if any, and complying in all respects with its obligations under this Agreement) be entitled to take (at its own cost) such actions as the Lessee reasonably deems fit to defend or avoid any liability arising in respect of a liability or to take such action in the name of the Lessor, provided that the Lessee's ability to take action in the name of the Lessor shall be subject to: (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any actionLessor first being indemnified and secured to its reasonable satisfaction against all losses, administrative or legal proceedingcosts, or investigation as damages and expenses incurred and from time to which the indemnity provided for time reasonably anticipated to be incurred in Section 14.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌connection therewith; (b) Should any the ability of the Indemnitees be entitled Lessee to indemnification under Section 14.3 as commence court proceedings in the name of the Lessor, or to instigate a result counterclaim in the name of a Claim by a third partythe Lessor, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails subject to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the SupplierLessor (which consent the Lessor shall be at full liberty to withhold); (c) if court proceedings have been commenced by a third party against the Lessor as defendant or if, settlepursuant to sub-clause (b) above, the Lessor gives its consent to the use of its name in court proceedings (whether by way of claim or counterclaim), the Lessor shall permit the Lessee to have the full conduct of the court proceedings, or to instigate a counterclaim in the name of the Lessor, but the Lessee shall (i) consult with the Lessor and keep the Lessor fully informed in relation to their conduct and have due regard to the wishes of the Lessor in relation to the conduct of such Claim, provided that no such contest need be made court proceedings acknowledging the interest of the Lessor and settlement or full payment each member of the Lessor Group in preserving the Lessor's and the Lessor Group's reputation as financial institutions and their respective business interests and customer relations and (ii) give timely notice to the Lessor of any meetings with Counsel or attendance at court, and the Lessor shall be entitled to attend any such Claim may be made without consent meetings or court attendances; (d) in relation to all other matters, the Lessee shall keep the Lessor fully informed and have due regard to the wishes of the Supplier Lessor in relation to the use of the Lessor's name acknowledging the Lessor's interest in preserving the Lessor's and each member of the Lessor's Group's reputation as financial institutions and their respective business interests and customer relations; and (with e) notwithstanding sub-paragraph (c) above, the Supplier remaining obligated to indemnify Lessor may at any time notify the Indemnitees under Section 14.3), if, Lessee that the Lessor is of the opinion that the continuance of such proceedings by the Lessee in the written opinion name of an independent third party counsel chosen the Lessor is contrary to the Lessor's or any member of the Lessor Group's reputation as financial institutions or the business interests or customer relations of any of them. A certificate signed by a director of the Company Representatives, Lessor shall be conclusive as to the correctness of such Claim is meritoriousopinion. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3Lessor so notifies the Lessee, the amount owing Lessee shall forthwith cease to be entitled to conduct the Indemnitees will court proceedings in the name of the Lessor, and the Lessor shall be the amount of at liberty to conduct, settle or discontinue such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recoveryproceedings as it sees fit.

Defence of Claims. ‌ (a) Promptly after receipt by 8.9.1 If an Indemnitee receives notice of the Indemnitees assertion of any Claim claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as third party claim with respect to which indemnification is to be sought from the indemnity provided for in Section 14.3 may applyIndemnifying Party, the Buyer shall notify Indemnitee will give such Indemnifying Party reasonable prompt notice thereof, but the Supplier in writing failure to give timely notice will not affect the rights or obligations of the Indemnifying Party except and only to the extent that, as a result of such factfailure, the Indemnifying Party was substantially disadvantaged. The Supplier Such notice shall assume describe the defence thereof with counsel designated nature of the third party claim in reasonable detail and will indicate the estimated amount, if practicable, of the Losses that has been or may be sustained by the Supplier and satisfactory to the affected Indemnitees, acting reasonablyIndemnitee; provided, however, that if such estimated amount shall in no way limit the defendants in Indemnitee’s right to recover any amount of Losses over such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees estimate. 8.9.2 The Indemnitee shall have the right (but not the obligation) to select separate counsel satisfactory control the defence of any third party claim; provided, however, that the Indemnitee shall in good faith consult with the Indemnifying Party regarding the defence of any third party claim upon the Indemnifying Party’s reasonable request for such consultation from time to time. The Indemnifying Party shall have the Supplier acting reasonably right (at no additional cost to but not the Indemniteesobligation) to participate in such defence and to employ counsel, at its own expense, separate from counsel employed by the defence of Indemnitee, provided that the Indemnitee shall not settle such claim or action on behalf without the prior consent of the IndemniteesIndemnifying Party (with such consent not to be unreasonably withheld or delayed). The Supplier If the Indemnifying Party wishes to defend the third party claim but the Indemnitee wishes to settle such claim or action, the Indemnifying Party shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees not be entitled to indemnification under Section 14.3 defend such claim or action unless (i) the Indemnifying Party reimburses the Indemnitee for all further costs and expenses borne by the Indemnitee as a result of a Claim by a third partydefending the action or claim, and (ii) the Supplier fails to assume Indemnifying Party furnishes the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, Indemnitee with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party a senior counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be effect that the amount defence in question will, on the balance of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.probabilities,

Defence of Claims. ‌ (a) Promptly after receipt by A party hereto (the Indemnitees of any Claim or notice of “Indemnified Party”) who seeks indemnification hereunder from another party (the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer “Indemnifying Party”) shall notify the Supplier Indemnifying Party in writing as soon as is possible after being informed that facts exist which may result in a claim and in respect of such factwhich a right of indemnification given pursuant to this Article 5 may apply. The Supplier failure of any Indemnified Party to give timely notice hereunder shall assume the defence thereof with counsel designated by the Supplier not affect rights to indemnification hereunder, except and satisfactory only to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplierextent that, the Indemnitees Indemnifying Party demonstrates actual material damage caused by such failure. (b) In the case of a claim originating from a Person other than the Indemnified Party (a “Third Party Claim”), the Indemnifying Party shall have the right to select separate counsel satisfactory elect, by written notice delivered to the Supplier acting reasonably Indemnified Party within thirty (30) days of receipt by the Indemnifying Party of the notice from the Indemnified Party in respect of the Third Party Claim, at no additional the sole expense, cost to and risk of the Indemnitees) Indemnifying Party to participate in the defence or assume control of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees Third Party Claim and to pursue such defence in good faith by providing written notice appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnitees. Such notice shall be provided no later than five (5) days prior Indemnified Party to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third partydefend, and the Supplier fails to assume the defence of compromise or settle such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claimclaim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual Indemnifying Party shall pay all reasonable out-of-pocket loss net expenses incurred by the Indemnified Party as a result of such participation or assumption, provided, further, that any compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. (c) If the Indemnifying Party elects to assume control of the Third Party Claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any insurance proceeds received defence, compromise or settlement and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel and shall have the right to participate in the defence, compromise or settlement of such Third Party Claim at its own expense and, in so doing, the Indemnified Party shall have the right to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party. (d) If the Indemnifying Party does not elect to assume control of the Third Party Claim, or if having so elected to assume control, it thereafter fails to proceed with the defence or settlement of such Third Party Claim in good faith and with reasonable diligence, then the Indemnified Party shall be entitled to assume control of the Third Party Claim at the Indemnifying Party’s sole expense, cost and risk. An Indemnified Party agreeing to assume control of a claim shall use commercially reasonable efforts to deal with the claim reasonably diligently and in a manner consistent with the manner in which the Indemnified Party would have acted if there had been no indemnity. In such case, the Indemnifying Party shall be kept reasonably informed of the progress of any defence, compromise or settlement (and shall be entitled to participate in at its expense, but not assume control of, such action). (e) The Indemnifying Party or the Indemnified Party who does not have control of the Third Party Claim shall cooperate with the other recoveryof them in the defence thereof (at the cost and expense of the Indemnifying Party), such cooperation to include the provision of records and information within its control that are relevant to the Third Party Claim and making available its employees and servants (and those of its affiliates) as are appropriate and reasonably necessary and relevant to the Third Party Claim.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer Sponsor shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any third party Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 2.3(f) and Section 14.3 2.3(g) and 14.113.1 may apply, the Buyer DSO shall notify the Supplier Participant in writing of such fact. The Supplier Participant shall assume the defence thereof with counsel designated by the Supplier Participant and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that that, if the defendants in any such action include both the Indemnitees and the Supplier Participant and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the SupplierParticipant, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier Participant acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier Participant shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the IndemniteesDSO. Such notice shall be provided no later than five (5) days Business Days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 14.113.1 as a result of a Claim by a third party, and the Supplier Participant fails to assume the defence of such Claim (which failure shall be assumed if the Supplier Participant fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery14.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 14.2 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 14.2 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a14.3(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.314.2), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.314.2, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees a Counterparty Indemnitee of any Claim claim or notice of the commencement of any action, administrative or legal proceeding, or investigation by a Person other than a Counterparty Indemnitee as to which indemnity provided for in Sections 2.9(b) or 13.3 may apply, and promptly after receipt by a Generator Indemnitee of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation by a Person other than a Generator Indemnitee as to which an indemnity provided for in Section 14.3 2.6 may apply, the Buyer Counterparty, in the case of a Counterparty Indemnitee, or the applicable Generator, in the case of a Generator Indemnitee, shall notify the Supplier Party (the “Indemnifying Party”) that has provided an indemnity hereunder to such Indemnitee in writing of such fact, but in any event such notice shall not be given later than twenty days (20) after such Indemnitee’s receipt of such claim or notice unless provision of such notice later after such twenty (20) days does not prejudice the defence of the claim. Such notice shall describe the nature of the action, proceeding or investigation in reasonable detail and shall indicate the amount or, if the amount is not then determinable, an appropriate and reasonable estimate of the potential amount of the Indemnifiable Loss that has been or may be sustained by the Indemnitees. The Supplier Indemnifying Party shall assume the defence thereof with counsel designated by the Supplier Indemnifying Party and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants (including any added third or impleaded party) in any such action include both the Indemnitees (or any of them) and the Supplier Indemnifying Party and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the SupplierIndemnifying Party, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier Indemnifying Party, acting reasonably (at no additional cost to the Indemnitees) reasonably, to participate in the defence of such action on behalf of the IndemniteesIndemnitees and the Indemnifying Party shall be liable to pay the reasonable fees and disbursements of such separate counsel. If not represented by separate counsel, the Indemnitees shall cooperate in good faith with the Indemnifying Party in defence of any action, proceeding or investigation at the expense of the Indemnifying Party, but without charging the Indemnifying Party for the time incurred by such Indemnitees attributable to such cooperation. (b) The Supplier Indemnifying Party shall promptly confirm that whether or not it is assuming the defence of the Indemnitees under Section 13.4(a) by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim claim relating to any Indemnifiable Loss.‌Loss. Upon providing notice that it has assumed such defence, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitees in connection with the defence of such action, proceeding or investigation, unless the Indemnifying Party does not promptly assume the defence of the claim (in which case the provisions of Section 13.4(c) shall apply), the Indemnitees and the Indemnifying Party shall have mutually agreed to the retention of separate counsel or the Indemnitees have retained separate counsel pursuant to Section 13.4(a), in each of which cases the Indemnifying Party shall not be obligated to assume the defence of such claim on behalf of the Indemnitees. If not represented by separate counsel, the Counterparty and each Generator shall cooperate fully with each other with respect to any action, proceeding or investigation pursuant to which an Indemnitee is entitled to indemnification hereunder and shall keep each other fully advised with respect thereto. (bc) Should any of the Indemnitees be entitled to indemnification under Section 14.3 Sections 2.6, 2.9(b) or 13.3 as a result of a Claim claim by a third party, and the Supplier Indemnifying Party fails to promptly assume the defence of such Claim claim (which failure shall be assumed if the Supplier Indemnifying Party fails to provide the notice prescribed by Section 14.4(a13.4(b)), the Indemnitees shall, at the expense of the SupplierIndemnifying Party, contest (or, with the prior written consent of the SupplierIndemnifying Party, settle) such Claimclaim, provided that no such contest need be made and settlement or full payment of any such Claim claim may be made without consent of the Supplier Indemnifying Party (with the Supplier Indemnifying Party remaining obligated to indemnify the Indemnitees for any Indemnifiable Loss arising from a third party claim under Section 14.3Sections 2.6, 2.9(b) or 13.3, as applicable), if, in the written opinion of an independent third party counsel chosen by the Company Representativesrelevant Parties, such Claim claim is meritorious. If the Supplier Indemnifying Party is obligated to indemnify any Indemnitees for any Indemnifiable Loss arising from a third party claim under Section 14.3Sections 2.6, 2.9(b) or 13.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 13.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 13.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a13.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.313.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.313.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ ' actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 13.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 13.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a13.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.313.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.313.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer Sponsor shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall shall‌ be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 12.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 12.3 as a result of a Claim by a third party, party and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a12.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), 12.3) if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.312.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, proceeding or investigation as to which the indemnity provided for in Section 14.3 11.3 may apply, the Buyer Sponsor shall notify the Supplier Participant in writing of such fact. The Supplier Participant shall assume the defence thereof with counsel designated by the Supplier Participant and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier Participant and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the SupplierParticipant, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier Participant acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier Participant shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days Business Days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 11.3 as a result of a Claim by a third party, and the Supplier Participant fails to assume the defence of such Claim (which failure shall be assumed if the Supplier Participant fails to provide the notice prescribed by Section 14.4(a11.4(a)), the Indemnitees shall, at the expense of the SupplierParticipant, contest (or, with the prior written consent of the SupplierParticipant, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier Participant (with the Supplier Participant remaining obligated to indemnify the Indemnitees under Section 14.311.3), if, in the written opinion of an independent third party counsel chosen by the Company RepresentativesRepresentative, such Claim is meritorious. If the Supplier Participant is obligated to indemnify any Indemnitees under Section 14.311.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery. CONTRACT OPERATION AND ADMINISTRATION‌ 12.1 Company Representative‌ The Participant shall appoint one representative (the “Company Representative”) who shall be duly authorized to act on behalf of the Participant, and with whom the Sponsor may consult at all reasonable times, and whose instructions, requests, and decisions, provided the same are in writing signed by the respective Company Representative, shall be binding on the Participant as to all matters pertaining to this Agreement. The Company Representative shall not have the power or authority to amend this Agreement. The Participant’s Company Representative shall be the Company Representative as set out on the IRP Contract Cover Page. The Participant shall notify the Sponsor in writing in the Prescribed Form (see Exhibit A) of any change in the identity of a Company Representative or a Company Representative’s contact information.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer The Company shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) entitled to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails or to assume the defence thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (which failure including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defences available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be assumed entitled to retain separate counsel (but not more than one law firm plus, if the Supplier fails to provide the notice prescribed by Section 14.4(a))applicable, the Indemnitees shall, local counsel in respect of any particular Indemnifiable Claim) at the expense Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the SupplierCompany’s prior written consent. The Company shall not, contest (or, with without the prior written consent of the SupplierIndemnitee, settle) effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim, . Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that no such contest need be made Indemnitee may withhold consent to any settlement that does not provide a complete and settlement or full payment unconditional release of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recoveryIndemnitee.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees The Indemnified Party covenants and agrees that, upon becoming aware of any facts or circumstances which may give rise to any potential liability for which the Corporation may be required to indemnify the Indemnified Party pursuant to the provisions of this Agreement (a “Claim”), the Indemnified Party shall immediately deliver written notice to the President of the Corporation setting out in reasonable detail the nature of the facts relating to such Claim. If any Claim is made or brought against the Indemnified Party in connection with any of the matters against which the Indemnified Party would be indemnified pursuant to this Agreement, upon receipt of the notice of the commencement Claim, subject to the provisions of any action, administrative or legal proceeding, or investigation as the Act and to which the indemnity provided for board of directors of the Corporation determining that the Indemnified Party has satisfied the conditions specified in Section 14.3 may applySections 1(a)(i) and (ii), the Buyer Corporation shall, at its expense and in a timely manner, contest and defend against any such Claim and take all such steps as may be necessary or proper to prevent the resolution thereof in a manner adverse to the Indemnified Party. The Indemnified Party shall notify fully cooperate with the Supplier Corporation in writing taking all such steps, and hereby consents to the taking of such fact. The Supplier shall assume the defence thereof with counsel designated steps by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the IndemniteesCorporation and the Indemnified Party. The Supplier shall promptly confirm that it is assuming If the Corporation does not in a timely manner undertake the contestation or defence of the Indemnitees by providing written notice Claim, the Indemnified Party may do so and, subject to the Indemnitees. Such notice provisions of the Act and to the board of directors of the Corporation determining that the Indemnified Party has satisfied the conditions specified in Sections 1(a)(i) and (ii), such contestation or defence shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense and risk of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritoriousCorporation. If the Supplier is obligated outcome of any litigation or proceeding establishes that the Indemnified Party was not entitled to indemnify any Indemnitees under Section 14.3have the Claim contested or defended at the risk and expense of the Corporation, the amount owing Indemnified Party shall be liable to repay to the Indemnitees will be Corporation all amounts paid by the amount of Corporation in connection with such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received contestation or other recoverydefence pursuant to this Section 5.

Defence of Claims. ‌ (a) Promptly after receipt by If any Indemnitee receives notice of the Indemnitees assertion of any Claim claim or notice of the commencement of any actionclaim, administrative action or legal proceedingproceeding made or brought by any Person who is not an Indemnitee (including, for greater certainty, any requirement of a Governmental Authority to complete any Remediation or investigation as Nuclear Remediation) (a “Third Party Claim”) with respect to which the indemnity provided for in Section 14.3 may applyindemnification is to be sought from an Indemnifying Party, the Buyer Indemnitee shall notify give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than 20 calendar days after the Supplier in writing Indemnitee’s receipt of notice of such factThird Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the amount or, if the amount is not then determinable, an appropriate and reasonable estimate of the potential amount of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Supplier shall Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee, to elect to assume the defence thereof with counsel designated of any Third Party Claim at such Indemnifying Party’s expense and by the Supplier and satisfactory to the affected Indemniteessuch Indemnifying Party’s own counsel, acting reasonably; provided, however, that that: (i) counsel for the Indemnifying Party shall conduct the defence of such Third Party Claim in a manner reasonably satisfactory to the Indemnitee; (ii) if the defendants in any such action to the Third Party Claim include both the Indemnitees Indemnifying Party and the Supplier Indemnitee and the Indemnitees Indemnitee shall have reasonably concluded that there may be legal defences available to them it which are different from or from, additional to, to or inconsistent with, with those available to the SupplierIndemnifying Party, the Indemnitees Indemnitee shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of the Third Party Claim and the reasonable fees and disbursements of such action on behalf counsel shall be considered Indemnifiable Losses for the purpose of this Agreement; and (iii) if BE or XXXXX is the Indemnitees. The Supplier shall promptly confirm that Indemnifying Party, it is assuming may only assume the defence of a Third Party Claim if it has provided in form and substance satisfactory to the Indemnitees Investors, acting reasonably, a letter of credit, cash collateral or other form of financial assurance in an amount sufficient to fund any anticipated Indemnifiable Loss in connection with such Third Party Claim. Notwithstanding the provisions of Section 9.2(a), where BE or XXXXX is the Indemnifying Party in respect of a Third Party Claim relating to Taxes, the Indemnifying Party will have the right to participate in or, by providing giving written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior Indemnitee, to elect to assume jointly with the deadline for responding to any Indemnitee the defence of such a Third Party Claim relating to any Indemnifiable Loss.‌Taxes and both the Indemnifying Party and the Indemnitee shall act reasonably in connection with the conduct and management of such defence. The provisions of Section 9.2(a) shall otherwise apply mutatis mutandis. (b) Should any If the Indemnifying Party assumes the defence in accordance with this Section 9.2 the Indemnitee shall co-operate in good faith in such defence at such Indemnitee’s own expense. If an Indemnifying Party elects not to assume control of the Indemnitees defence of any Third Party Claim, the Indemnitee shall be entitled to indemnification under Section 14.3 as a result assume such control and may compromise or settle such Third Party Claim (in any matter that it determines appropriate, acting reasonably), over the objection of a Claim by a third partythe Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnifying Party’s liability pursuant to this Agreement and the Supplier fails Indemnifying Party shall be bound by the results obtained by the Indemnitee with respect to such Third Party Claim. (c) If, within 20 calendar days after an Indemnitee provides written notice to the Indemnifying Party of any Third Party Claims, the Indemnitee receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defence of such Third Party Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by as provided in Section 14.4(a)9.2(a), the Indemnitees Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defence thereof except as expressly provided in Section 9.2(a), provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within 20 calendar days after receiving notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps, the Indemnitee may assume its own defence and the Indemnifying Party shall be liable for all reasonable expenses thereof. (d) Without the prior written consent of the Indemnitee, the Indemnifying Party shall not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification under this Agreement, provided that BE and XXXXX shall not enter into any settlement of any Third Party Claim without having made arrangements satisfactory to the Investors, acting reasonably, to fund such settlement. The Indemnifying Party shall not settle any Third Party Claim or conduct any legal or administrative proceeding in a manner which would, in the opinion of the Indemnitee, acting reasonably, have a material adverse impact on the Indemnitee. If a final offer is made to settle a Third Party Claim and the offer creates no liability or financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification under this Agreement and the Indemnifying Party desires to accept and agree to such offer, and in the case of BE and XXXXX, BE and XXXXX have made arrangements satisfactory to the Investors, acting reasonably, to fund such settlement, the Indemnifying Party shall give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such final offer within 20 calendar days after its receipt of such notice, the Indemnifying Party shall be relieved of its obligations to defend such Third Party Claim and the Indemnitee may contest or defend such Third Party Claim. In such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will be the amount of such settlement offer plus reasonable costs and expenses paid or incurred by the Indemnitee up to the date of such notice. (e) If any Third Party Claim is of a nature such that the Indemnitee is required by Applicable Law to make a payment to any Person (a “Third Party” for the purposes of this Section 9.2(e)) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnitee may make such payment and the Indemnifying Party shall, at forthwith after demand by the expense Indemnitee, reimburse the Indemnitee for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnitee, the Indemnitee shall, forthwith after receipt of the Supplierdifference from the Third Party, contest pay such difference to the Indemnifying Party. (orf) Except in the circumstances contemplated by Section 9.2(b) or as expressly provided in Section 9.2(e), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnitee shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the SupplierIndemnifying Party (which consent shall not be unreasonably withheld), settleprovided the foregoing shall not apply if the Indemnifying Party is BE or XXXXX and BE and/or XXXXX has not assumed the defence of the Third Party Claim in accordance with Section 9.2(a). (g) The Indemnitee shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim, provided that if the Indemnifying Party is BE or XXXXX, such appeal shall be at no such contest need risk or cost to the Investors or BPLP. (h) The Parties shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself informed about and be made prepared to discuss the Third Party Claim with his counterparts and settlement or full payment with counsel at all reasonable times. (i) Any claim by an Indemnitee on account of any such an Indemnifiable Loss which does not result from a Third Party Claim may (a “Direct Claim”) shall be made without consent asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature and factual basis of the Supplier (with Claim in reasonable detail and indicating the Supplier remaining obligated amount, or if the amount is not then determinable, an approximate and reasonable estimate of the potential amount of the Direct Claim, but in any event such notice shall not be given later than 20 calendar days after the Indemnitee becomes aware of such Direct Claim, and the Indemnifying Party shall have a period of 20 calendar days within which to indemnify investigate and respond to such Direct Claim. For the Indemnitees under Section 14.3)purpose of such investigation, if, in the written opinion of an independent third party counsel chosen Indemnitee shall make available to the Indemnifying Party the information relied upon by the Company Representatives, such Claim is meritoriousIndemnitee to substantiate the Direct Claim. If the Supplier is obligated Indemnitee and the Indemnifying Party agree, at or prior to indemnify any Indemnitees under Section 14.3the expiration of such 20 calendar day period, to the validity and amount of the Direct Claim, the amount owing Indemnifying Party shall immediately pay to the Indemnitees Indemnitee the full agreed upon amount of the Direct Claim. If the Indemnifying Party does not respond within such 20 calendar day period, the Indemnifying Party shall be deemed to have accepted the Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its right to indemnification under this Agreement and shall be entitled to submit the Dispute to the Dispute arbitration procedure referred to in Section 11.5. (j) If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by, from or against any other entity, the amount of such Indemnitees’ actual out-of-pocket loss net reduction, together with any interest earned on such amount, if applicable, less any deductibles, costs or expenses incurred in connection therewith, shall promptly be repaid by the Indemnitee to the Indemnifying Party. (k) A failure to give timely notice as provided in this Section 9.2 shall not affect the rights or obligations of any insurance proceeds received or other recoveryParty under this Agreement except if, and only to the extent that, as a result of such failure, the party which was entitled to receive such notice was actually prejudiced.

Defence of Claims. ‌ Without prejudice to the provisions of this Clause 14, the Sub-Lessee shall (asubject to having first obtained the consent of the relevant insurers, if any, and complying in all respects with its obligations under this Sub-Lease and provided no Termination Event has occurred and is continuing) Promptly after receipt be entitled to take (at its own cost) such actions as the Sub-Lessee reasonably considers necessary to defend or avoid any liability arising in respect of a Liability including legal proceedings against any third party in respect of a Liability, but subject always to the Sub-Lessor first being indemnified to its satisfaction by the Indemnitees of Sub-Lessee and/or the Guarantor against all potential losses, costs, damages and expenses which may be incurred or suffered by the Sub-Lessor in connection with any Claim or notice of the commencement of any such action, administrative or legal proceeding, or investigation as provided always that the Sub-Lessee shall not be entitled to which the indemnity provided for in Section 14.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in take any such action include both and shall cease taking such action and shall settle any Liability if the Indemnitees and Sub-Lessor considers (in its reasonable opinion) that taking or continuing such action would be likely to (i) require the Supplier and Sub-Lessor to disclose any information or documentation which the Indemnitees shall have reasonably concluded that there may Sub-Lessor considers, in its reasonable opinion, to be legal defences available to them which are different from or additional to, or inconsistent with, those available confidential (ii) be harmful to the SupplierSub-Lessor's reputation as a financial institution, (iii) involve it in any unlawful act or activity or any act or activity that is contrary to any law applicable to the Sub-Lessor or (iv) cause the Sub-Lessor to breach any other obligation to which it is subject whether under the Lease Documents or otherwise. Notwithstanding the foregoing provisions of this Clause 14.4, the Indemnitees Sub-Lessee shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees not be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and take or continue any action in the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense name of the Supplier, contest (or, with Sub-Lessor which it may otherwise be entitled to take under this Clause 14.4 without the prior written consent of the SupplierSub-Lessor, settle) such Claimconsent not to be unreasonably withheld or withdrawn, provided always that no it shall be reasonable for the Sub-Lessor to withhold its consent or withdraw its consent once given if the Sub-Lessor determines that the use of its name in connection with such contest need action would be likely to (a) be harmful to the Sub-Lessor Parent's reputation as a financial institution (such determination to be made and settlement in the Sub-Lessor's absolute discretion) or full payment (b) (i) otherwise have a material adverse effect on the business of the Sub-Lessor or (ii) involve the Sub-Lessor in any unlawful act or activity or any act or activity that is contrary to any law applicable to the Sub-Lessor or (iii) cause the Sub-Lessor to breach any other obligation to which it is subject whether under the Lease Documents or otherwise (any such Claim may determination to be made without consent in the reasonable opinion of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3Sub-Lessor), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery).

Defence of Claims. ‌‌ Draft (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice notice‌ shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, proceeding or investigation as to which the indemnity provided for in Section 14.3 13.3 may apply, the Buyer Sponsor shall notify the Supplier in writing of of‌ such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 13.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a13.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.313.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.313.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.recovery.‌ Draft

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, proceeding or investigation as to which the indemnity provided for in Section 14.3 11.3 may apply, the Buyer [Sponsor] shall notify the Supplier Participant in writing of such fact. The Supplier Participant shall assume the defence thereof with counsel designated by the Supplier Participant and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier Participant and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the SupplierParticipant, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier Participant acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier Participant shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days Business Days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 11.3 as a result of a Claim by a third party, and the Supplier Participant fails to assume the defence of such Claim (which failure shall be assumed if the Supplier Participant fails to provide the notice prescribed by Section 14.4(a11.4(a)), the Indemnitees shall, at the expense of the SupplierParticipant, contest (or, with the prior written consent of the SupplierParticipant, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier Participant (with the Supplier Participant remaining obligated to indemnify the Indemnitees under Section 14.311.3), if, in the written opinion of an independent third party counsel chosen by the Company RepresentativesRepresentativesRepresentative, such Claim is meritorious. If the Supplier Participant is obligated to indemnify any Indemnitees under Section 14.311.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt Each Party indemnified herein shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by the Indemnitees any third party alleged or asserted against such person in respect of, resulting from, related to or arising out of any Claim or notice matter for which it is entitled to be indemnified hereunder and the reasonable cost and expenses thereof shall be subject to the indemnification obligation of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer shall notify the Supplier in writing of such factParty indemnified hereunder. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, Provided that if the defendants Party indemnifying acknowledges in writing its obligation to indemnify the Party indemnified in respect of loss to the full extent provided the Party indemnifying shall be entitled, as its option, to assume and control the defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the Party indemnified and reimburses the Party indemnified for the reasonable cost and expenses incurred by the Party indemnified prior to the assumption by the Party indemnifying of such defense. 14.7 The Party indemnified which exercises its rights under Clause 14.6 shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Party indemnifying (which consent shall not be unreasonably withheld or delayed). 14.8 Any Party indemnified which exercises its rights under Clause 14.6 shall have the right to employ its own counsel and such action include both counsel may participate in such action, but the Indemnitees fees and expenses of such counsel shall be at the Supplier expense of such Party indemnified, when and as incurred, unless: the Indemnitees employment of counsel by such Party indemnified has been authorised in writing by the Party indemnifying; the Party indemnified shall have reasonably concluded that there may be legal a conflict of interest between the Party indemnifying and the Party indemnified in the conduct of the defense of such action; the Party indemnifying shall not in fact have employed independent counsel reasonably satisfactory to the Party indemnified to assume the defence of such action and shall have been so notified by the Party indemnified; or the Party indemnified shall have reasonably concluded and specifically notified the Party indemnifying either that there maybe specific defences available to them it which are different from or additional to, or inconsistent with, to those available to the SupplierParty indemnifying or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the Indemnitees scope of this Agreement. Provided that if paragraphs (a), (b) or (d) shall be applicable, counsel for the Party indemnified shall have the right to select separate counsel satisfactory to direct the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence defense of such action claim, action, suit or proceeding on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, Party indemnified and the Supplier fails to assume the defence reasonable fees and disbursements of such Claim (which failure counsel shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received constitute legal or other recovery.expenses hereunder. CLAUSE 15: CONFIDENTIALITY

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees Indemnified Party of any Claim claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the an indemnity provided for in Section 14.3 8.3 may apply, the Buyer shall Indemnified Party will notify the Supplier Participant in writing of such fact. The Supplier shall Participant will assume the defence thereof with counsel designated by the Supplier Participant and satisfactory to the affected IndemniteesIndemnified Party, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees Indemnified Party and the Supplier Participant and the Indemnitees shall have Indemnified Party has reasonably concluded that there may be legal defences available to them it which are different from or additional to, or inconsistent with, those available to the SupplierParticipant, the Indemnitees shall Indemnified Party will have the right to select separate counsel satisfactory to the Supplier Participant acting reasonably (at no additional cost to the IndemniteesIndemnified Party) to participate in the defence of such action on behalf of the IndemniteesIndemnified Party. The Supplier shall Participant will promptly confirm that it is assuming the defence of the Indemnitees Indemnified Party by providing written notice to the IndemniteesIndemnified Party. Such notice shall will be provided no later than five ten (510) days prior to the deadline for responding to any Claim claim relating to any Indemnifiable Loss.‌Loss. (b) Should any of the Indemnitees Indemnified Party be entitled to indemnification under Section 14.3 8.3 as a result of a Claim by a third party, and the Supplier Participant fails to assume the defence of such Claim claim (which failure shall will be assumed if the Supplier Participant fails to provide the notice prescribed by Section 14.4(asubsection 8.4(a)), the Indemnitees shallIndemnified Party will, at the expense of the SupplierParticipant, contest (or, with the prior written consent of the SupplierParticipant, acting reasonably, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier Participant (with the Supplier Participant remaining obligated to indemnify the Indemnitees Indemnified Party under Section 14.38.3), as the case may be, if, in the written opinion of an independent third party counsel chosen by the Company RepresentativesParties, such Claim is meritorious. If the Supplier Participant is obligated to indemnify any Indemnitees Indemnified Party under Section 14.38.3, the amount owing to the Indemnitees Indemnified Party will be the amount of such Indemnitees’ Indemnified Party’s actual out-of-pocket loss net of any insurance proceeds received or other recovery.

Defence of Claims. ‌ (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, the Buyer shall notify the Supplier in writing of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌ (b) Should any of the Indemnitees be entitled to indemnification under Section 14.3 as a result of a Claim by a third party, and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recovery.recovery.‌‌

Defence of Claims. ‌4.1 Within a reasonable time after the Buyer becomes aware of a Claim for Taxation which could give rise to a liability under this schedule or under the Warranties contained in paragraph 18 of Schedule 5, it shall notify the Warrantors in writing, specifying the nature of that claim in reasonable detail. Subject to paragraph 4.2, the Buyer shall then take or ensure that Paragon shall take such action to avoid, resist, appeal or compromise the Claim for Taxation as the Warrantor may reasonably request, provided that the Warrantor has first indemnified and secured the Buyer to its reasonable satisfaction against all liabilities or losses, costs, damages and expenses (including interest on overdue Taxation) which the Buyer and Paragon may incur as a result of or in connection with any such action taken by the Buyer or Paragon. 4.2 Neither the Buyer nor Paragon shall be obliged to appeal against any Claim for Taxation raised on it if, within 15 days of having given the Warrantor written notice of the receipt of that Claim for Taxation, the Buyer has not received instructions in writing from the Warrantors to do so. For the avoidance of doubt the Warrantor shall not be entitled to request Paragon to apply for a postponement of the payment of any Taxation or to take over (at their own expense) the conduct of all proceedings relating to the Claim for Taxation in question. 4.3 Notwithstanding paragraph 4.1 above: (a) Promptly after receipt by the Indemnitees of any Claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 14.3 may apply, Paragon and the Buyer shall notify the Supplier in writing be kept fully informed of such fact. The Supplier shall assume the defence thereof with counsel designated by the Supplier and satisfactory all matters pertaining to the affected Indemnitees, acting reasonably; provided, however, that if the defendants in any such action include both the Indemnitees Claim for Taxation and the Supplier and the Indemnitees shall have reasonably concluded that there may be legal defences available to them which are different from or additional to, or inconsistent with, those available to the Supplier, the Indemnitees shall have the right to select separate counsel satisfactory to the Supplier acting reasonably (at no additional cost to the Indemnitees) to participate in the defence of such action on behalf of the Indemnitees. The Supplier shall promptly confirm that it is assuming the defence of the Indemnitees by providing written notice to the Indemnitees. Such notice shall be provided no later than five (5) days prior entitled to the deadline for responding to any Claim relating to any Indemnifiable Loss.‌see copies of all correspondence pertaining thereto; (b) Should the Warrantor shall make no settlement or compromise of the Claim for Taxation or agree any matter in the conduct thereof which is likely to affect the future liability to Taxation of Paragon or the Buyer without the prior approval of Paragon or the Buyer as appropriate; (c) any appointment of solicitors, counsel or other professional advisers shall be subject to the prior written approval of the Buyer; (d) the Buyer shall not be obliged to take any action or cause Paragon to take any action pursuant to paragraph 4.1 which the Buyer believes to be likely to affect the future liability to Taxation of Paragon or the Buyer; (e) if the Warantor fails to comply with the provisions of paragraphs 4.1 and 4.3 or delay unreasonably in giving any such requests as are mentioned in paragraph 4.1, the Buyer and Paragon shall be free without reference to the Warrantor to pay, settle or otherwise deal with the Claim for Taxation on such terms as they may in their absolute discretion think fit and without prejudice to their rights and remedies under this schedule. 4.4 The provisions of paragraph 4.1 shall not apply if it is alleged that the Warrantor or Paragon have committed fraud, wilful default or neglect in relation to any Taxation. 4.5 All requests and instructions given by the Warrantors for the purposes of this paragraph 4 shall be given by Mr Andrew Brown (the "Representative") on their behalf. The Buxxx xxx Xxxxgon shall be entitled to rely on the requests and instructions of the Representative as the duly appointed representative of the Warrantors, and any unreasonable delay in giving or failure to give requests or instructions on the part of the Representative shall constitute failure or delay by the Warrantors under paragraph 4.3(e). The Buyer and Paragon shall not be subject to any claim by, or liability to, any of the Indemnitees be entitled to indemnification under Section 14.3 as a result Warrantors on the ground that it has not complied with the provisions of a Claim by a third party, this paragraph 4 if it has acted in accordance with the requests and the Supplier fails to assume the defence of such Claim (which failure shall be assumed if the Supplier fails to provide the notice prescribed by Section 14.4(a)), the Indemnitees shall, at the expense instructions of the Supplier, contest (or, with the prior written consent of the Supplier, settle) such Claim, provided that no such contest need be made and settlement or full payment of any such Claim may be made without consent of the Supplier (with the Supplier remaining obligated to indemnify the Indemnitees under Section 14.3), if, in the written opinion of an independent third party counsel chosen by the Company Representatives, such Claim is meritorious. If the Supplier is obligated to indemnify any Indemnitees under Section 14.3, the amount owing to the Indemnitees will be the amount of such Indemnitees’ actual out-of-pocket loss net of any insurance proceeds received or other recoveryRepresentative.