Common use of Handling of Claims Clause in Contracts

Handling of Claims. Subject to Clauses 7.4, 8.1 and 8.2, if any event occurs which the Purchaser believes that could give rise to the Seller’s liability under Clause 7 and in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewith, the following provisions shall apply. 8.10.1 Within and not later than 30 (thirty) Business Days after the Purchaser becoming aware of the occurrence of such event, the Purchaser shall give to the Seller a Notice of Claim, and shall provide all reasonable particulars thereof, including (i) the nature of the Claim, (ii) the amount of Losses constituting the subject matter of the Claim hereunder (to the extent known or reasonably computable at the date of such notice), and (iii) the provision(s) of this Agreement on the basis of which such amount is claimed. The Notice of Claim shall also specify whether it arises from a claim by a person (including, for the avoidance of doubt, any notice by any public Authority of any actual or alleged infringement of any Law) against the Purchaser or the Company (a “Third Party Claim”) or whether the Notice of Claim is asserted directly by the Purchaser (a “Direct Claim”). For sake of clarity, the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement shall not reduce or otherwise impact the Seller’s liability for such Claim unless the Seller suffers direct, material prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice. 8.10.2 The Seller shall have the right to challenge in writing the Notice of Claim within 30 (thirty) Business Days from the receipt thereof, specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails to timely challenge such Notice of Claim within the term provided in this Paragraph, without prejudice to any other right or remedy of the Purchaser, any claims of the Purchaser contained therein shall be deemed expressly acknowledged and accepted by the Seller, and the Seller shall pay the Purchaser the amount specified in such Notice of Claim within, and no later than, the tenth (10th) Business Day following the expiry of the 30 Business Day period referred to above. 8.10.3 With respect to any Notice of Claim, during a period of 20 (twenty) Business Days following the notice by the Seller under the preceding paragraph 8.10.2, the Seller and the Purchaser will attempt to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof), the Seller and the Purchaser fail to reach agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached may, thereafter, be submitted to arbitration pursuant to Clause 30.2.

Handling of Claims. Subject to Clauses 7.4, 8.1 and 8.2, if (a) If any event occurs which the Purchaser believes that could give rise to the Seller’s liability under Clause 7 and Section 9.1 in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewithany warranties or representations contained herein, the following provisions shall apply.: 8.10.1 Within (i) the Buyer shall give prompt written notice to the Seller of such event and not later than 30 shall provide all reasonable particulars thereof within 40 (thirtyforty) Business Days after the Purchaser becoming aware of the occurrence of such event, the Purchaser shall give to the Seller a Notice upon penalty of Claim, and shall provide all reasonable particulars thereof, including (i) the nature of the Claim, forfeiture; (ii) the amount during a period of Losses constituting the subject matter of the Claim hereunder (to the extent known or reasonably computable at the date of such notice), and (iii) the provision(s) of this Agreement on the basis of which such amount is claimed. The Notice of Claim shall also specify whether it arises from a claim by a person (including, for the avoidance of doubt, any notice by any public Authority of any actual or alleged infringement of any Law) against the Purchaser or the Company (a “Third Party Claim”) or whether the Notice of Claim is asserted directly by the Purchaser (a “Direct Claim”). For sake of clarity, the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement shall not reduce or otherwise impact the Seller’s liability for such Claim unless the Seller suffers direct, material prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice. 8.10.2 The Seller shall have the right to challenge in writing the Notice of Claim within 30 (thirty) Business Days from following the receipt thereof, specifying giving of a written notice to the subject matter Seller of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails to timely challenge such Notice of Claim within the term provided in this Paragraph, without prejudice to any other right or remedy of the Purchaser, any claims of the Purchaser contained therein shall be deemed expressly acknowledged and accepted by the Seller, and the Seller shall pay the Purchaser the amount specified in such Notice of Claim within, and no later than, the tenth (10th) Business Day following the expiry of the 30 Business Day period kind referred to above. 8.10.3 With respect to any Notice of Claim, during a period of 20 under point (twentyi) Business Days following the notice by the Seller under the preceding paragraph 8.10.2preceding, the Seller and the Purchaser Buyer will attempt to resolve amicably and in good faith any differences that which they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof)period, the Seller and the Purchaser Buyer fail to reach agreement in writing with respect to all such matters, then all the matters as to which agreement is not so reached may, thereafter, be submitted to arbitration pursuant to Clause 30.2Section 11.7 hereof. (b) If any claim, suit or proceeding (“Claim”) is asserted or commenced by any third party claimant (“Third Party”) against the Buyer or the Company, possibly resulting in the right of the Buyer to be indemnified pursuant to this Section 9, the Seller will be entitled to have one or more professionals at its own choice appointed to support the defense team and to identify the defensive strategy and actions with the other professionals appointed, if any, by the Buyer provided that in each such case the Seller and the Buyer respectively shall pay all their appointed professionals fees, out-of-pocket costs and expenses. In the event that a settlement of a pending litigation is proposed by the Seller to the Buyer and/or the Company as being already acceptable to the relevant Third Party, and the Buyer does not approve it, no settlement will be entered into, but the Seller shall only be liable to reimburse and indemnify the Buyer and/or the Company, as appropriate, of an amount not exceeding the amount it proposed to settle for. Conversely, in the event that a settlement of a pending litigation is proposed by the Buyer and/or the Company to the Seller as being already acceptable to the relevant Third Party, and the Seller does not approve it, no settlement will be entered into, but the Seller will be liable to reimburse and indemnify the Buyer and/or the Company of any and all the amounts which should result payable by the Buyer and/or the Company at the end of the litigation, without such obligation being subject to the above monetary limitations.

Handling of Claims. Subject to Clauses 7.4, 8.1 and 8.2, if If any event occurs which the Purchaser believes that could give rise to the Seller’s SELLER liability under Clause 7 Section 9.1, the BUYER will give written notice to the SELLER of such event (the “Claim Notice”) and in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewith, the following provisions shall will apply.: 8.10.1 Within and (a) in case the claim is not related or connected to any claim, action, suit or proceeding asserted or initiated by a third party against the SPV (the “BUYER’s Claims”): (i) BUYER, no later than 30 (thirty) Business Days after days from the Purchaser becoming day in which the same becomes aware of any event in respect of which the occurrence of such eventSELLER may be liable under Section 9.1, will serve the Purchaser Claim Notice upon the SELLER. The Claim Notice shall give to the Seller a Notice of Claim, and shall provide all reasonable particulars thereof, including (i) specify in reasonable detail the nature of the Claimbasis on which indemnification is being asserted, (ii) provide a reasonable estimate of the amount of Losses constituting the subject matter of the Claim hereunder (to the extent known or reasonably computable at the date of such notice)LOSSES asserted therein, and (iii) specify the provision(s) provision or provisions of this Agreement under which such LOSSES are asserted and (iv) include copies of all notices and documents (including court papers) served on or received by the basis Indemnified Party from such third party; and (v) provide the amounts the payment of which such amount is claimed. The Notice requested by the BUYER in connection therewith; (ii) within 20 (twenty) BUSINESS DAYS of the receipt of a Claim shall also specify Notice, the SELLER will give written notice to the BUYER whether it arises from a claim by a person (including, for the avoidance of doubt, any notice by any public Authority of any actual intends to allow or alleged infringement of any Law) against the Purchaser or the Company (a “Third Party Claim”) or whether the Notice of Claim is asserted directly by the Purchaser (a “Direct Claim”). For sake of clarity, the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement shall not reduce or otherwise impact the Seller’s liability for such Claim unless the Seller suffers direct, material prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice. 8.10.2 The Seller shall have the right to challenge the BUYER’s Claim, setting forth in writing reasonable detail the Notice of Claim within 30 reasons thereof; (thirtyiii) Business Days from should the receipt thereof, specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails SELLER: - fail to timely challenge give such Notice of Claim notice within the term provided for in this Paragraph, without prejudice to any other right Section 9.7(a)(ii); or remedy of - expressly admit the Purchaser, any claims of BUYER’s Claim; then the Purchaser contained therein shall BUYER’s Claim will be deemed expressly finally acknowledged and accepted recognized by the Seller, SELLER as due to the BUYER and the Seller shall pay amount so claimed by the Purchaser the amount specified in such Notice BUYER will become immediately payable; (iv) if a notice of Claim within, and no later thandisagreement is delivered pursuant to Section 9.7(a)(ii), the tenth (10th) Business Day following SELLER and the expiry of the 30 Business Day period referred to above. 8.10.3 With respect to any Notice of Claim, during BUYER will attempt for a period of 20 (twenty) Business Days following the notice by the Seller under the preceding paragraph 8.10.2, the Seller and the Purchaser will attempt BUSINESS DAYS to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof)period, the Seller SELLER and the Purchaser BUYER fail to reach an agreement in writing with respect to all such mattersmatters of disagreement, then all matters as to which agreement is not so reached may, thereafter, be submitted to arbitration competent court pursuant to Clause 30.2Section 12.9; (b) if the Claim is the result of a claim, action, suit or proceedings asserted or initiated by a third party against the SPV (“Third Parties’ Claims”), in addition to the procedure set out in Section 9.7(a): (i) the SELLER will have the right to participate, and, to the maximum extent permitted by Law, join, at its cost, by counsel or counsels of its choosing, in the defence of any Third Parties’ Claim constituting the subject matter of the relevant Claim Notice; (ii) the SPV and the BUYER will procure that the SPV will cooperate with the SELLER, for so long as the SELLER is participating in the defence of such Third Parties’ Claim, including making available evidence within the control of the SPV and keeping the SELLER timely informed of all facts, circumstances and documents that regard or are connected to such Third Party Claim.

Handling of Claims. Subject to Clauses 7.4, 8.1 and 8.2, if If any event occurs which the Purchaser believes that could give rise to the Seller’s Sellers’ liability under Clause 7 and in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewithSection 9.1 or 9.2 above, the following provisions shall apply.: 8.10.1 Within and not later than 30 (thirtya) Business Days after the Purchaser becoming aware of the occurrence Buyers shall give written notice to Sellers’ Representative of such eventevent (hereinafter referred to as the “Claim Notice”) within fifteen (15) calendar days after Buyers shall have received notice that such event has occurred, the Purchaser shall give to the Seller a Notice of Claim, and shall provide providing all reasonable particulars thereof, including (i) thereof and shall specify all amounts the nature payment of which is requested by Buyers in connection therewith; provided that any delay in giving such notice shall not relieve Sellers of their obligations under this Agreement unless it shall have deprived Sellers of the Claim, (ii) opportunity to defend the amount of Losses constituting the subject matter of claims asserted in the Claim hereunder Notice.. (b) Sellers’ Representative shall have the right to participate and, to the maximum extent known or reasonably computable permitted by law, join, at its own cost, by counsel chosen by Sellers’ Representative, in the date of such notice), and (iii) the provision(s) of this Agreement on the basis of which such amount is claimed. The Notice of Claim shall also specify whether it arises from a claim by a person (including, for the avoidance of doubt, any notice by any public Authority defense of any actual claim, action, suit or alleged infringement of any Law) proceeding asserted or initiated against the Purchaser or the Company Buyers (hereinafter referred to as a “Third Party Claim”) constituting the subject matter of a notice to Sellers’ Representative of the kind referred to in Section 9.5(a). (c) Buyers will defend any such Third Party Claim in good faith, at Sellers’ expense when and as such expense is incurred, and will not settle or whether compromise any such Third Party Claim without the Notice consent of Sellers’ Representative which will not be unreasonably withheld. Buyers shall provide to the Sellers’ Representative a reasonable opportunity, at the Sellers’ own expense, to participate in (but not control) any negotiations or proceedings with respect to any such Third Party Claim. In the event that Buyers receive a court-ordered recovery of expenses in a third-party proceeding that are attributable to expenses of such Third Party Claim is asserted directly borne or reimbursed by the Purchaser Sellers, the Buyers will cause such amount to be paid to the Sellers, and the amount so paid will be applied to increase the unused amount set forth in the first sentence of Section 9.4(b). (d) If any event occurs which could give rise to Sellers’ liability under this Section 9 other than a Third Party Claim (hereinafter referred to as a “Direct Claim”). For sake of clarity, the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement Buyers shall not reduce or otherwise impact the Seller’s liability for such Claim unless the Seller suffers direct, material prejudice as a result give notice of such failure or delay Direct Claim to Sellers’ Representative as promptly as practicable and in such case, only to the extent of any such prejudice. 8.10.2 The Seller shall have the right to challenge in writing the Notice of Claim unless Sellers’ Representative notifies Buyers within 30 twenty (thirty20) Business Days from the after receipt thereof, specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails to timely challenge such a Claim Notice of Claim within the term provided in this Paragraph, without prejudice to any other right or remedy of the Purchaser, any claims of the Purchaser contained therein shall be deemed expressly acknowledged and accepted by the Seller, and the Seller shall pay the Purchaser the amount specified in such Notice of Claim within, and no later than, the tenth (10th) Business Day following the expiry of the 30 Business Day period referred to above. 8.10.3 With respect to any Notice of Claim, during a period of 20 (twenty) Business Days following the notice by the Seller under the preceding paragraph 8.10.2, the Seller and the Purchaser will attempt to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such mattersDirect Claim that it disputes such Direct Claim, such Direct Claim shall be conclusively deemed a liability of Sellers hereunder. IfDuring such twenty (20) Business Day period, at Buyers shall provide Sellers’ Representative with reasonable access to such records and documents relating to the concerned Direct Claim and necessary in order to enable Sellers’ Representative to have knowledge of the conditions and circumstances of such Direct Claim. In the event the Parties agree during the above-mentioned twenty (20) Business Day period on the validity of the Direct Claim or Sellers’ Representative does not notify to Buyers that it disputes such Direct Claim prior to the end of such period period, Sellers shall, within fifteen (15) days following the date of such agreement of the Parties or the date on which the Direct Claim shall be considered as conclusive, pay to the Indemnitees any mutually agreed upon extension thereof)sum claimed in the Direct Claim. In the event Sellers’ Representative disputes such Direct Claim within such twenty (20) Business Day period, the Seller dispute between Sellers and the Purchaser fail to reach agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached may, thereafter, Buyers shall be submitted to arbitration resolved pursuant to Clause 30.2Section 12 hereof and no amount shall be paid by Sellers to Buyers until a final decision is taken by the arbitration panel.

Handling of Claims. Subject to Clauses 7.4, 8.1 and 8.2, if If any event occurs which the Purchaser believes that could give rise to the Seller’s SELLER liability under Clause 7 Section 9.1, the BUYER will give written notice to the SELLER of such event (the “Claim Notice”) and in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewith, the following provisions shall will apply.: 8.10.1 Within and (a) in case the claim is not related or connected to any claim, action, suit or proceeding asserted or initiated by a third party against the SPV (the “BUYER’s Claims”): (i) BUYER, no later than 30 (thirty) Business Days after days from the Purchaser becoming day in which the same becomes aware of any event in respect of which the occurrence of such eventSELLER may be liable under Section 9.1, will serve the Purchaser Claim Notice upon the SELLER. The Claim Notice shall give to the Seller a Notice of Claim, and shall provide all reasonable particulars thereof, including (i) specify in reasonable detail the nature of the Claimbasis on which indemnification is being asserted, (ii) provide a reasonable estimate of the amount of Losses constituting the subject matter of the Claim hereunder (to the extent known or reasonably computable at the date of such notice)LOSSES asserted therein, and (iii) specify the provision(s) provision or provisions of this Agreement under which such LOSSES are asserted and (iv) include copies of all notices and documents (including court papers) served on or received by the basis Indemnified Party from such third party; and (v) provide the amounts the payment of which such amount is claimed. The Notice requested by the BUYER in connection therewith; (ii) within 20 (twenty) BUSINESS DAYS of the receipt of a Claim shall also specify Notice, the SELLER will give written notice to the BUYER whether it arises from a claim by a person (including, for the avoidance of doubt, any notice by any public Authority of any actual intends to allow or alleged infringement of any Law) against the Purchaser or the Company (a “Third Party Claim”) or whether the Notice of Claim is asserted directly by the Purchaser (a “Direct Claim”). For sake of clarity, the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement shall not reduce or otherwise impact the Seller’s liability for such Claim unless the Seller suffers direct, material prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice. 8.10.2 The Seller shall have the right to challenge the BUYER’s Claim, setting forth in writing reasonable detail the Notice of Claim within 30 reasons thereof; (thirtyiii) Business Days from should the receipt thereof, specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails SELLER: - fail to timely challenge give such Notice of Claim notice within the term provided for in this Paragraph, without prejudice to any other right Section 9.8(a)(ii); or remedy of - expressly admit the Purchaser, any claims of BUYER’s Claim; then the Purchaser contained therein shall BUYER’s Claim will be deemed expressly finally acknowledged and accepted recognized by the Seller, SELLER as due to the BUYER and the Seller shall pay amount so claimed by the Purchaser the amount specified in such Notice BUYER will become immediately payable; (iv) if a notice of Claim within, and no later thandisagreement is delivered pursuant to Section 9.8(a)(ii), the tenth (10th) Business Day following SELLER and the expiry of the 30 Business Day period referred to above. 8.10.3 With respect to any Notice of Claim, during BUYER will attempt for a period of 20 (twenty) Business Days following the notice by the Seller under the preceding paragraph 8.10.2, the Seller and the Purchaser will attempt BUSINESS DAYS to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof)period, the Seller SELLER and the Purchaser BUYER fail to reach an agreement in writing with respect to all such mattersmatters of disagreement, then all matters as to which agreement is not so reached may, thereafter, be submitted to arbitration competent court pursuant to Clause 30.2Section 12.9; (b) if the Claim is the result of a claim, action, suit or proceedings asserted or initiated by a third party against the SPV (the “Third Parties’ Claims”), in addition to the procedure set out in Section 9.8(a): (i) the SELLER will have the right to participate, and, to the maximum extent permitted by Law, join, at its cost, by counsel or counsels of its choosing, in the defence of any Third Parties’ Claim constituting the subject matter of the relevant Claim Notice; (ii) the SPV and the BUYER will procure that the SPV will cooperate with the SELLER, for so long as the SELLER is participating in the defence of such Third Parties’ Claim, including making available evidence within the control of the SPV and keeping the SELLER timely informed of all facts, circumstances and documents that regard or are connected to such Third Party Claim.

Handling of Claims. Subject to Clauses 7.4, 8.1 and 8.2, if 11.6.1 If any event occurs which the Purchaser believes that could may give rise to the Seller’s liability under Clause 7 and in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewithSection 11.1, the following provisions shall apply. 8.10.1 11.6.2 Within and not later than 30 (thirty) Business Days after from the date on which the Purchaser becoming becomes aware of the occurrence of such event, the Purchaser shall give to the Seller notify a claim (“Notice of Claim, and shall provide all reasonable particulars thereof, including (i”) the nature of the Claim, (ii) the amount of Losses constituting the subject matter of the Claim hereunder (to the extent known or reasonably computable at Seller, provided that any delay in giving the date Notice of such notice), and (iii) Claim shall not relieve the provision(s) Seller of its obligations under this Agreement on the basis of which such amount is claimed. Agreement. 11.6.3 The Notice of Claim shall also provide reasonable particulars thereof (if available) and specify (in reasonable detail): (a) the matter(s) which gives rise to the claim, the nature of the claim and (if practicable) the amounts the payment of which is requested by the Pur- chaser in connection therewith; and (b) whether it arises the relevant Notice of Claim arises: (i) directly from the Pur- chaser (a “Direct Claim”); or (ii) as a result of a claim by a person third Person (including, for the avoidance of doubt, any notice by any public Authority of any actual or alleged infringement of any Law) against the Purchaser or and/or the Company (a “Third Party Claim”) or whether ). 11.6.4 Within 30 Business Days from the day of receipt of the Notice of Claim, the Seller shall be entitled to deliver a written notice to challenge the Notice of Claim is asserted directly by (the Purchaser (a “Direct ClaimClaim Disagreement Notice”). For sake , specifying the subject matter of clarity, its disa- greement and the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement shall not reduce or otherwise impact the Seller’s liability reasons for such Claim unless disagreement together with all reasonable par- ticulars and supporting documentation thereto. If the Seller suffers direct, material prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice. 8.10.2 The Seller shall have the right to does not challenge in writing the Notice of Claim within the above 30 (thirty) Business Days from Day period, the receipt thereof, specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails to timely challenge such Notice of Claim within the term provided in this Paragraph, without prejudice to any other right or remedy of the Purchaser, any claims of the Purchaser contained therein shall will be deemed expressly as finally acknowledged and accepted by the SellerSeller and shall be final, conclusive and binding upon the Parties and the Seller shall pay amount so claimed by the Purchaser the amount specified in such Notice of Claim within, and no later than, the tenth (10th) Business Day following the expiry of the 30 Business Day period referred to aboveshall become immediately payable. 8.10.3 11.6.5 With respect to any Notice of Direct Claim, during within a period of 20 (twenty) 15 Business Days following the notice by giving of the Seller under the preceding paragraph 8.10.2Claim Disagreement Notice, the Seller and the Purchaser will attempt to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof), the Seller and the Purchaser fail to reach an agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached may, thereafter, be submitted to arbitration resolved pursuant to Clause 30.2Article 16.

Handling of Claims. Subject to Clauses 7.4, 8.1 and 8.2, if 12.6.1 If any event occurs which the Purchaser believes that could may give rise to the Seller’s liability under Clause 7 and in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewithSection 12.1, the following provisions shall apply. 8.10.1 12.6.2 Within and not later than 30 (thirty) Business Days after from the date on which the Purchaser becoming becomes aware of the occurrence of such event, the Purchaser shall give to the Seller notify a claim (“Notice of Claim, and shall provide all reasonable particulars thereof, including (i”) the nature of the Claim, (ii) the amount of Losses constituting the subject matter of the Claim hereunder (to the extent known or reasonably computable at Seller, provided that any delay in giving the date Notice of such notice), and (iii) Claim shall not relieve the provision(s) Seller of its obligations under this Agreement on the basis of which such amount is claimed. Agreement. 12.6.3 The Notice of Claim shall also provide reasonable particulars thereof (if available) and specify (in reasonable detail): (a) the matter(s) which gives rise to the claim, the nature of the claim and (if practicable) the amounts the payment of which is requested by the Purchaser in connection therewith; and (b) whether it arises the relevant Notice of Claim arises: (i) directly from the Purchaser (a “Direct Claim”); or (ii) as a result of a claim by a person third Person (including, for the avoidance of doubt, any notice by any public Authority of any actual or alleged infringement of any Law) against the Purchaser or and/or the Company (a “Third Party Claim”) or whether ). 12.6.4 Within 30 Business Days from the day of receipt of the Notice of Claim, the Seller shall be entitled to deliver a written notice to challenge the Notice of Claim is asserted directly by (the Purchaser (a “Direct ClaimClaim Disagreement Notice”). For sake , specifying the subject matter of clarity, its disagreement and the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement shall not reduce or otherwise impact the Seller’s liability reasons for such Claim unless disagreement together with all reasonable particulars and supporting documentation thereto. If the Seller suffers direct, material prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice. 8.10.2 The Seller shall have the right to does not challenge in writing the Notice of Claim within the above 30 (thirty) Business Days from Day period, the receipt thereof, specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails to timely challenge such Notice of Claim within the term provided in this Paragraph, without prejudice to any other right or remedy of the Purchaser, any claims of the Purchaser contained therein shall will be deemed expressly as finally acknowledged and accepted by the SellerSeller and shall be final, conclusive and binding upon the Parties and the Seller shall pay amount so claimed by the Purchaser the amount specified in such Notice of Claim within, and no later than, the tenth (10th) Business Day following the expiry of the 30 Business Day period referred to aboveshall become immediately payable. 8.10.3 12.6.5 With respect to any Notice of Direct Claim, during within a period of 20 (twenty) 15 Business Days following the notice by giving of the Seller under the preceding paragraph 8.10.2Claim Disagreement Notice, the Seller and the Purchaser will attempt to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof), the Seller and the Purchaser fail to reach an agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached may, thereafter, be submitted to arbitration resolved pursuant to Clause 30.2Article 17.

Handling of Claims. Subject to Clauses 7.4, 8.1 and 8.2, if 9.3.1. If any event occurs may occur which any of the Purchaser believes that could give rise Parties deems indemnifiable under this Section 9, the Party seeking such indemnity (“Indemnified Party”) shall send promptly written notice to the Seller’s liability under Clause 7 Party from which indemnity is sought (“Indemnifying Party”). If any event involves (a) any demand, or (b) the filing of a lawsuit or proceedings by third parties, the Indemnified Party shall attach to the notice a copy of the relevant documentation of such demand, lawsuit or proceeding, and such notice shall be sent within up to seventy-two (72) hours or one-third (1/3) of the term available for defense or objection, whichever occurs last. In the event of silence or delay in the sending of such due notice which materially affects the ability of the Indemnifying Party to make a proper defense, the Indemnifying Party shall be released from its obligations to indemnify claimed by the Indemnified Party in such case. 9.3.2. The Parties agree that defense against third party claims or proceedings in respect of the operation of KSR and which is currently in course shall continue to be handled by Seller, and Seller agrees to indemnify Buyer against any and all losses, direct and indirect damages and expenses resulting from such defense. 9.3.3. As regards new third party claims, the Purchaser has immediate right Indemnifying Party shall send notice to the Indemnified Party within up to two-thirds (2/3) of recourse the term available for filing defense or objection, (a) electing to conduct the defense against the Seller in accordance herewithclaim, or (b) requesting the Indemnified Party to individually conduct the defense against the claim. If the Indemnifying Party requests the Indemnified Party to conduct the defense against the claim or does not send notice within the period mentioned above, the following provisions shall applyIndemnified Party may compromise or conduct itself the defense against the claim, at its own expenses, until final decision is entered on such claim. 8.10.1 Within 9.3.4. If the Indemnifying Party elects not to participate in the defense against the claim, it shall reasonably cooperate with the Indemnified Party and not later than 30 (thirty) Business Days after the Purchaser becoming aware of the occurrence of such event, the Purchaser shall give to the Seller a Notice of Claimits legal counsels, and shall provide all reasonable particulars thereof, including also be entitled to follow up on such defense at the Indemnifying Party sole expenses. 9.3.5. Any disbursements due under this Section 9 shall be paid by the Indemnifying Party within ten (i10) the nature of the Claim, (ii) the amount of Losses constituting the subject matter of the Claim hereunder (to the extent known or reasonably computable at business days after the date of such notice)notice specifically given to that purpose. In the event of late payment, and a compensatory fine of ten percent (iii10%) the provision(s) of this Agreement shall accrue on the basis of which such amount is claimed. The Notice of Claim shall also specify whether it arises from a claim by a person (includingoverdue amount, for the avoidance of doubt, any notice by any public Authority of any actual or alleged infringement of any Law) against the Purchaser or the Company (a “Third Party Claim”) or whether the Notice of Claim is asserted directly by the Purchaser (a “Direct Claim”). For sake of clarity, the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement shall not reduce or otherwise impact the Seller’s liability for such Claim unless the Seller suffers direct, material prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice. 8.10.2 The Seller shall have the right to challenge in writing the Notice of Claim within 30 (thirty) Business Days from the receipt thereof, specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails to timely challenge such Notice of Claim within the term provided in this Paragraph, without prejudice to any other right or remedy of the Purchaser, any claims of the Purchaser contained therein shall be deemed expressly acknowledged and accepted by the Seller, and the Seller shall pay the Purchaser the amount specified in such Notice of Claim within, and no later than, the tenth (10th) Business Day following the expiry of the 30 Business Day period referred to above. 8.10.3 With respect to any Notice of Claim, during a period of 20 (twenty) Business Days following the notice by the Seller under the preceding paragraph 8.10.2, the Seller and the Purchaser will attempt to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, plus interest at the end Selic rate calculated on the pro rata die basis until the date of such period (or any mutually agreed upon extension thereof), the Seller and the Purchaser fail to reach agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached may, thereafter, be submitted to arbitration pursuant to Clause 30.2actual payment.