Common use of Defence of Claims Clause in Contracts

Defence of Claims. (a) The indemnifying Party, at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any claim, action, suit or proceeding at its expense, within the ambit of Section 11.1, subject to the indemnified Party’s prior written approval; provided, however, it gives prompt notice to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party, alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party for reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption of the defence. (d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the other Party’s prior written consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following acknowledgment of the indemnification and assumption of defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event that clauses (ii), (iii) or (iv) of the preceding sentence are applicable, then counsel for the indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements to such counsel shall constitute legal or other expenses hereunder chargeable to and payable by the indemnifying Party.

Defence of Claims. (a) The indemnifying PartyParty shall be entitled, at its option and expense and with counsel of its selectionoption, shall be entitled to assume and control the defence of any such claim, action, suit or proceeding at its expense, within the ambit expense with counsel of Section 11.1, subject to its selection and the indemnified Party’s prior written approval; providedParty shall provide it with a power of attorney if required for this purpose, however, provided it gives prompt notice Notice of its intention to do so to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(aArticle 16.6(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party, party alleged or asserted against such the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a)proceeding, the indemnifying Party shall reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment 's acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without Following the other Party’s prior written consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following acknowledgment acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party party shall have the right to employ its own counsel, counsel and such counsel may participate in such actionclaim, suit, action or proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless unless (i) the employment of counsel by such indemnified Party has been authorized authorised in writing by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event that If clauses (ii), (iii) or (iv) of the preceding sentence are shall be applicable, then counsel for the indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements to of such counsel shall constitute legal or other expenses hereunder chargeable hereunder, subject to and payable by the indemnification obligations of the indemnifying PartyParty hereunder.

Defence of Claims. (a) 1.62.1 The indemnifying Party, at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any claim, action, suit or proceeding at its expense, within the ambit of Section 11.1, subject to the indemnified Party’s prior written approval; provided, however, it gives prompt notice to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, litigate any claim, action, suit or proceeding by any third party, party alleged or asserted against such Party party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party for their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the indemnified full extent provided by this Article, the Indemnifying Party in shall be entitled, at its option, to assume and control the defence of the such claim, suitaction, action suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the indemnifying Party’s acknowledgment assumption by the Indemnifying Party of the indemnification and assumption of the such defence. (d) Neither . The Indemnifying Party shall not be entitled to settle or compromise any such claim, action, suit or proceeding without the other Party’s prior written consent; provided, however, that after agreeing in writing consent of the Indemnified Party unless the Indemnifying Party provides such security to indemnify the indemnified Indemnified Party as per Section 11.4(a) and Section 11.4(b)shall be reasonably required by the Indemnified Party to secure, the indemnifying loss to be indemnified hereunder to the extent so compromised or settled. 1.62.2 If the Indemnifying Party may has exercised its rights under Clause 1.61.5 above, the Indemnified Party shall not be entitled to settle or compromise any claim claim, action, suit or proceeding without the approval prior written consent of the indemnified PartyIndemnifying Party (which consent shall not be unreasonably withheld or delayed). (e) Following acknowledgment of 1.62.3 If the indemnification and assumption of defence by Indemnifying Party exercises its rights under Clause 1.61.5 above, then the indemnifying Party, the indemnified Indemnified Party shall nevertheless have the right to employ its own counsel, counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Indemnified Party, when and as incurred, unless (i-- a) the employment of counsel by such indemnified Party party has been authorized authorised in writing by the indemnifying Indemnifying Party, (ii; or b) the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defence of such action, (iii; or c) the indemnifying Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Indemnified Party, or (iv; or d) the indemnified Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either -- (i) that there may be specific defences available to it that which are different from or additional to those available to the indemnifying Party or Indemnifying Party; or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event , Provided that if sub-clauses (iib), (iiic) or (ivd) of the preceding sentence are Clause 1.62.3 shall be applicable, then counsel for the indemnified Indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Indemnified Party and the reasonable fees of and disbursements to of such counsel shall constitute legal or other expenses hereunder chargeable to and payable by the indemnifying Partyhereunder.

Defence of Claims. (a) The indemnifying Party, at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any claim, action, suit or proceeding at its expense, within the ambit of Section 11.1, subject to the indemnified Party’s prior written approval; provided, however, it gives prompt notice to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party, alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party for reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption of the defence. (d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the other Party’s prior written consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following acknowledgment of the indemnification and assumption of defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event that clauses (ii), (iii) or (iv) of the preceding sentence are applicable, then counsel for the indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements to such counsel shall constitute legal or other expenses hereunder chargeable to and payable by the indemnifying Party.

Defence of Claims. (a) The indemnifying Party, Party shall be entitled at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any such claim, action, suit or proceeding at its expense, within the ambit of Section 11.1, brought by a third party subject to the prior approval of the indemnified Party’s prior written approval; : provided, however, it gives prompt notice of its intention to do so to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party in connection with the defence of such claim action suit or proceeding prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a), 11.4 (a) the indemnified Party shall have the right, right but not the obligation, to contest, contest defend and litigate, litigate with counsel of its own selection, any claim, action, action suit or proceeding by any third party, party alleged or asserted against such indemnified Party in respect of, of resulting from, from related to or arising out of any matter for which it is entitled to be he indemnified hereunder and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment 's acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without Following the other Party’s prior written consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following acknowledgment acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel, counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party, ; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, ; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, ; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event that clauses If clause (ii), (iii) or (iv) of the preceding sentence are is applicable, then counsel for the indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements to of such counsel shall constitute legal or other expenses hereunder chargeable to and payable by the indemnifying Partyhereunder.

Defence of Claims. (a) The 22.6.1 Upon acknowledging in writing its obligation to indemnify an indemnified Party to the extent required pursuant to this Section 22, the indemnifying PartyParty shall be entitled, at its option and expense and with counsel of its selection(subject to Section 22.6.4), shall be entitled to assume and control the defence of any such claim, action, suit or proceeding at its expense, within the ambit expense with legal counsel of Section 11.1its selection, subject to the prior reasonable approval of the indemnified Party’s prior written approval; provided, however, it gives prompt notice to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence. (b) 22.6.2 Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party to the extent required pursuant to this Section 22, and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a)22.6.4, the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with legal counsel of its own selection, any claim, action, suit or proceeding by any third party, party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expense expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by 22.6.3 Neither the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse nor the indemnified Party for reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption of the defence. (d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the other Party’s prior written consent; consent of the other, provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b)Party, the indemnifying Party may may, subject to Section 22.6.4, settle or compromise any claim without the approval of the indemnified Party. Except where such consent is unreasonably withheld, if a Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other Party, without the prior written consent of the other Party, the other Party shall be excused from any obligation to indemnify the Party making such settlement or compromise in respect of such settlement or compromise. (e) 22.6.4 Following acknowledgment the acknowledgement of the indemnification and the assumption of the defence by the indemnifying PartyParty pursuant to Section 22.6.1, the indemnified Party shall have the right to employ its own counsel, counsel and such legal counsel may participate in such action, but the fees and expenses of such legal counsel shall be at the expense of such indemnified Party, when and as incurred, unless unless: (iA) the employment of legal counsel by such indemnified Party has been authorized authorised in writing by the indemnifying Party, Party;‌ (iiB) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, ; (iiiC) the indemnifying Party shall not in fact have employed independent legal counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or ; or (ivD) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it the indemnified Party beyond the scope of this Agreement. In the event that clauses If any of Section 22.6.4 (iiB), (iiiC)or (D) or (iv) of the preceding sentence are applicable, then legal counsel for the indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements to of such legal counsel shall constitute reimbursable legal or other expenses hereunder chargeable to and payable by the indemnifying Partyhereunder.

Defence of Claims. (a) The indemnifying PartyParty shall be entitled, at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any such claim, action, suit or proceeding at its expense, within the ambit of Section 11.1proceeding, subject to the prior approval of the indemnified Party’s prior written approval; provided, however, it gives prompt notice of its intention to do so to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party in connection with the defence of such claim, action, suit or proceeding prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with under Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party, party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a)proceeding, the indemnifying Party shall reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption of the defence. (d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party’s prior written consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following acknowledgment of the indemnification and assumption of defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event that clauses (ii), (iii) or (iv) of the preceding sentence are applicable, then counsel for the indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements to such counsel shall constitute legal or other expenses hereunder chargeable to and payable by the indemnifying Party.:

Defence of Claims. (a) The indemnifying Party, at its option and expense and with counsel of its selection, shall be entitled to assume and control the defence of any claim, action, suit or proceeding at its expense, within the ambit of Section 11.1, subject to the indemnified Party’s prior written approval; provided, however, it gives prompt notice to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, litigate any claim, action, suit or proceeding by any third party, party alleged or asserted against such Party party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a), the indemnifying Party shall reimburse the indemnified Party for their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the indemnified full extent provided by this Clause 35, the Indemnifying Party in shall be entitled, at its option, to assume and control the defence of the such claim, suitaction, action suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses, if any, incurred by the Indemnified Party prior to the indemnifying Party’s acknowledgment assumption by the Indemnifying Party of the indemnification and assumption of the such defence. (d) Neither . The Indemnifying Party shall not be entitled to settle or compromise any such claim, action, suit or proceeding without the other Party’s prior written consent; provided, however, that after agreeing in writing consent of the Indemnified Party unless the Indemnifying Party provides such security to indemnify the indemnified Indemnified Party as per Section 11.4(a) and Section 11.4(b)shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Clause 35.3, the indemnifying Indemnified Party may shall not be entitled to settle or compromise any claim claim, action, suit or proceeding without the approval prior written consent of the indemnified Party. Indemnifying Party (e) Following acknowledgment of which consent shall not be unreasonably withheld or delayed). If the indemnification and assumption of defence by the indemnifying PartyIndemnifying Party exercises its rights under Clause 35.3, the indemnified Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified the Indemnified Party, when and as incurred, unless unless: (ia) the The employment of counsel by such indemnified Party party has been authorized authorised in writing by the indemnifying Indemnifying Party, ; or (iib) the indemnified The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defence of such action, ; or (iiic) the indemnifying The Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Indemnified Party, or ; or (ivd) the indemnified The Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either either: (i) that there may be specific defences available to it that which are different from or additional to those available to the indemnifying Party or Indemnifying Party; or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event Provided that if Sub-clauses (iib), (iiic) or (ivd) of the preceding sentence are this Clause shall be applicable, then the counsel for the indemnified Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the indemnified Party Indemnified Party, and the reasonable fees of and disbursements to of such counsel shall constitute legal or other expenses hereunder chargeable to and payable by the indemnifying Partyexpenses.

Defence of Claims. (a) 15.5.1 The indemnifying PartyParty shall be entitled, at its option and expense and with counsel of its selectionoption, shall be entitled to assume and control the defence of any such claim, action, suit or proceeding at its expense, within the ambit expense with counsel of Section 11.1, subject its selection reasonably satisfactory to the indemnified Party’s prior written approval; provided, however, provided it gives prompt notice Notice of its intention to do so to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) 15.5.2 Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a)Clause 15.6.1, the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party, party alleged or asserted against such the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) 15.5.3 Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a)proceeding, the indemnifying Party shall reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without 15.5.4 Following the other Party’s prior written consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following acknowledgment acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel, counsel and such counsel may participate in such actionclaim, suit, action or proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) the employment of counsel by such indemnified Party has been authorized authorised in writing by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event that clauses (ii), (iii) or (iv) of the preceding sentence are applicable, then counsel for the indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements to such counsel shall constitute legal or other expenses hereunder chargeable to and payable by the indemnifying Party.or

Defence of Claims. (a) 15.5.1 The indemnifying PartyParty shall be entitled, at its option and expense and with counsel of its selectionoption, shall be entitled to assume and control the defence of any such claim, action, suit or proceeding at its expenseexpense with counsel of its selection, within the ambit of Section 11.1, subject to the indemnified Party’s prior written approval; provided, however, provided it gives prompt notice of its intention to do so to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) 15.5.2 Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(a)this Article 15, the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party, party alleged or asserted against such the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) 15.5.3 Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a)proceeding, the indemnifying Party shall reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption of the defence. (d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without 15.5.4 Following the other Party’s prior written consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following acknowledgment of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel, counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) the employment of counsel by such indemnified Party and payment of such counsel by the indemnifying Party has been authorized in writing by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event that clauses (ii), (iii) or (iv) of the preceding sentence are applicable, then counsel for the indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements to such counsel shall constitute legal or other expenses hereunder chargeable to and payable by the indemnifying Party.of

Defence of Claims. (a) The indemnifying PartyParty shall be entitled, at its option and expense and with counsel of its selectionoption, shall be entitled to assume and control the defence of any such claim, action, suit or proceeding at its expense, within the ambit expense with counsel of Section 11.1, subject to its selection and the indemnified Party’s prior written approval; providedParty shall provide it with a power of attorney if required for this purpose, however, provided it gives prompt notice Notice of its intention to do so to the indemnified Party of its intention so, to do, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying Party of such defence. (b) Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Section 11.4(aArticle 16.6(a), the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party, party alleged or asserted against such the indemnified Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. (c) Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding in accordance with this Section 11.4(a)proceeding, the indemnifying Party shall reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment 's acknowledgement of the indemnification and assumption of the defence. (d) Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without Following the other Party’s prior written consent; provided, however, that after agreeing in writing to indemnify the indemnified Party as per Section 11.4(a) and Section 11.4(b), the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. (e) Following acknowledgment acknowledgement of the indemnification and the assumption of the defence by the indemnifying Party, the indemnified Party party shall have the right to employ its own counsel, counsel and such counsel may participate in such actionclaim, suit, action or proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) the employment of counsel by such indemnified Party has been authorized authorised in writing by the indemnifying Party, (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. In the event that clauses (ii), (iii) or (iv) of the preceding sentence are applicable, then counsel for the indemnified Party shall have the right to direct the defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees of and disbursements to such counsel shall constitute legal or other expenses hereunder chargeable to and payable by the indemnifying Party.,