Common use of Indemnity Claim Procedure Clause in Contracts

Indemnity Claim Procedure. 4.1. Any claim for indemnification by Parent, which shall be made solely on behalf of the Indemnitees, shall be made, if made at all, during the Indemnity Period. 4.2. Any claim for indemnification, which shall be made solely on behalf of the Indemnitees, shall be made solely by a majority of the independent members of Parent’s board of directors who are unaffiliated with LPHL (the “Independent Board Members”). 4.3. Upon such determination by the Independent Board Members to seek indemnification against LPHL for the benefit of the Indemnitees, Parent shall give LPHL prompt written notice of the claim for indemnification under Section 1 whether arising directly or as a result of a third party claim (each, a “Claim”), promptly after learning of such Claim, together with a statement setting forth in reasonable detail the nature and basis of such Claim and providing copies of the relevant documents evidencing such Claim, the amount of the Claim (such notice, statement and documents together, the “Claim Notice”). The failure to give a Claim Notice to LPHL shall not relieve LPHL of any liability hereunder unless is materially prejudiced thereby. 4.4. Upon receipt of a Claim Notice, LPHL shall provide written notice to Parent that it is either: (i) assuming responsibility for the Claim, or (ii) disputing the Claim (such notice, the “Response Notice”). A Response Notice must be provided by LPHL to Parent within forty-five (45) days after receipt of a Claim Notice. Parent shall conduct the defense and compromise and settle any Claim that is a third party claim in any manner Parent may deem reasonably appropriate; provided that Parent shall not approve of the entry of any judgment or enter into any settlement or compromise with respect to such third party claim unless Xxxxxx has obtained LPHL’s prior written approval (which approval must not be unreasonably withheld, delayed or conditioned). 4.5. If LPHL notifies Parent in a Response Notice that it does not dispute the Claim described in the applicable Claim Notice, the Loss in the amount specified in the Claim Notice shall be conclusively deemed an indemnifiable Loss of LPHL. 4.6. If LPHL notifies Parent in a Response Notice that it disputes the Claim (such dispute, a “Dispute”), or fails to notify Parent within forty-five (45) days after delivery of a Claim Notice that is disputing the Claim, which failure to notify is deemed a Dispute, such Dispute shall be resolved by mutual agreement of LPHL and Parent (as determined by the Independent Board Members), or in the absence of such agreement, by a court or other tribunal of competent jurisdiction.

Indemnity Claim Procedure. 4.1. Any claim for indemnification by Parent, which shall be made solely on behalf of the Indemnitees, shall be made, if made at all, during the Indemnity Period. 4.2. Any claim for indemnification, which shall be made solely on behalf of the Indemnitees, shall be made solely by a majority of the independent members of Parent’s board of directors who are unaffiliated with LPHL (the “Independent Board Members”). 4.3. Upon such determination by the Independent Board Members to seek indemnification against LPHL for the benefit of the Indemnitees, Parent shall give LPHL prompt written notice of the claim for indemnification under Section 1 whether arising directly or as a result of a third party claim (each, a “Claim”), promptly after learning of such Claim, together with a statement setting forth in reasonable detail the nature and basis of such Claim and providing copies of the relevant documents evidencing such Claim, the amount of the Claim (such notice, statement and documents together, the “Claim Notice”). The failure to give a Claim Notice to LPHL shall not relieve LPHL of any liability hereunder unless is materially prejudiced thereby. 4.4. Upon receipt of a Claim Notice, LPHL shall provide written notice to Parent that it is either: (i) assuming responsibility for In the Claimevent that either of the Claimant Parties seeks to be held harmless or defended in the event of the indemnity obligations provided in this Clause, the interested Claimant Party shall notify the other party (hereinafter the “Respondent Party”) promptly regarding the process, claim or loss. (ii) disputing In the Claim (such noticecase of court orders, the “Response Notice”)Claimant Party shall answer the complaint promptly and implead or file a formal accusation against the Respondent Party, as applicable, unless the Parties reach a direct mutual agreement. A Response Notice must be provided The Respondent Party may not allege or file an exception on the existence of an arbitration clause in this Master Service Contract. (iii) In the case of administrative procedures, the Claimant Party shall file any timely recourse allowed by LPHL governmental channels. The Parties may agree at any time that the Respondent Party shall directly assume the legal or administrative defense of the Claimant Party. In such event, the Claimant Party shall collaborate and provide assistance to Parent within forty-five (45) days after receipt the Respondent Party in order to take necessary or advisable measures in the course of a Claim Noticethe process, including conferring powers of attorney. Parent shall conduct The Parties agree that neither the defense and compromise and Claimant Party nor the Respondent Party may conciliate, settle any Claim that is a third party claim or in any manner Parent may deem reasonably appropriate; provided that Parent shall not approve other way agree or commit to any aspect of the entry procedure by means of any judgment which the Claimant Party seeks to be held harmless or enter into any settlement defended by the Respondent Party, without the prior consent of the other Party, unless settlement, conciliation or compromise with respect to such third party claim unless Xxxxxx has obtained LPHL’s prior written approval (which approval must consent includes the unconditional release of the Claimant Party or of the Respondent Party, as the case may be, from all liability within the process. The aforementioned requested consent may not be unreasonably withheld, denied or delayed or conditioned)by the Party from whom such consent was requested. 4.5(iv) The Claimant Party and the Respondent Party shall work closely and consistently together regarding the situation and the status of any action or means of defense that the Claimant Party may have initiated or filed. If LPHL notifies Parent the Parties agree that the Respondent Party would assume the defense directly, the latter shall keep the Claimant Party informed about the status of the process. Likewise, the Claimant Party must inform the Respondent Party of the status of the process. (v) After the process is concluded, as applicable, the Respondent Party shall be obligated to pay the Claimant Party within a period of not more than sixty (60) Days following receipt by the Respondent Party of the Claimant Party’s written communication regarding the conclusion of the process, and the amount established in a Response Notice the ruling, decision, award or act that ends the process, including all applicable interests, default and penalties, as set forth in the respective proceeding. (vi) In the event that the decision of the Respondent Party is not to initiate or file actions or means of defense or, as applicable, the respective response to charges and clarifications are not submitted, the Respondent Party shall proceed to pay the Claimant Party the pertinent amount according to the notification received of third-party claim, and as of the payment date shall be released from any liability due to the aforementioned procedure or court order. (vii) The defense strategy shall endeavor to ensure that the Claimant Party is not subject to attachment or other loss. If such precautionary measures, attachment or similar processes are ordered that affect the operations of the Claimant Party, the Respondent Party shall take the pertinent legal steps to lift or suspend such measures, doing so promptly and diligently. (viii) With regard to any claim of the Claimant Party pursuant to the provisions of this Master Service Contract, the Respondent Party shall make the pertinent payment: (a) Within sixty (60) Days following the date the claim was made, in the event that it does not concerns a matter regarding which there is no dispute between the Claim described Parties; or (b) Within sixty (60) Days following the date of the final ruling or the agreement reached regarding the claim, in the applicable Claim Notice, event of a dispute between the Loss in the amount specified in the Claim Notice shall be conclusively deemed an indemnifiable Loss of LPHLParties involved. 4.6. If LPHL notifies Parent (ix) The Parties agree to cooperate to the greatest extent possible in a Response Notice that it disputes the Claim (such dispute, a “Dispute”), connection with any third-party claim regarding which indemnity may or fails to notify Parent within forty-five (45) days after delivery of a Claim Notice that is disputing the Claim, which failure to notify is deemed a Dispute, such Dispute shall may not be resolved by mutual agreement of LPHL and Parent (as determined by the Independent Board Members), or in the absence of such agreement, by a court or other tribunal of competent jurisdictiondemanded under this Master Service Contract.

Indemnity Claim Procedure. 4.1. Any claim for (a) At any time after Creador I suffers or incurs any Loss or becomes aware of any Third Party Claim (defined below), which is as a result of the occurrence of an event which is the subject of indemnification by Parentthe Company in its favour under this Agreement (“Indemnity Claim”) (whether or not such event involves a Third Party Claim), which shall be made solely Creador I shall, within 10 (Ten) Business Days from the date of occurrence of such event or becoming aware of such Third Party Claim, give notice in writing to the Company (“Indemnification Notice”). An Indemnification Notice must describe the event giving rise to the proposed claim and the proposed claim in reasonable detail (along with supporting documentation, to the extent available) to put the Company fairly on behalf notice of the Indemnitees, shall be made, if made at all, during matter in question and the Indemnity Period. 4.2. Any claim for indemnification, which shall be made solely on behalf monetary quantum of the Indemnitees, shall be made solely by a majority of Loss (to the independent members of Parent’s board of directors who are unaffiliated with LPHL (extent Creador I can reasonably determine that amount at the “Independent Board Members”relevant time the Indemnification Notice is given). 4.3. Upon such determination by (b) The Company may, within 15 (Fifteen) Business Days after receipt of an Indemnification Notice (“Objection Period”), object to the Independent Board Members to seek indemnification against LPHL for subject matter and/or the benefit amount of the Indemnitees, Parent shall give LPHL prompt written Loss set forth in the Indemnification Notice by notifying Creador I in writing (“Objection Notice”). An Objection Notice must contain sufficient detail so as to put Creador I fairly on notice of the matters to which the Company objects in question and the likely monetary quantum of any Loss not agreed by the Company. (c) If the Company does not serve an Objection Notice within the period provided above, the Company shall be deemed to have agreed to the matters set forth in the Indemnification Notice issued by Creador. (d) If the Company serves an Objection Notice, then a Dispute will be deemed to have arisen between the Company and Creador, to which the provisions of Clause 11 will apply. (e) In the event that, as a result of the procedures set out in Clause 11 an arbitral award or determination requires the Company to pay any amount to Creador I on account of a claim for indemnification under Section 1 whether arising directly this Agreement, the Company must pay or procure payment of such amount to Creador I within 30 (Thirty) Business Days of the arbitral award or determination being made, or such other date as specified in the arbitral award or determination or as a result may otherwise be agreed by the Parties to the Dispute. (f) Provided it is issued within the time periods specified in this Clause 7.5, any delay in any Indemnification Notice, Objection Notice, or other notice given or to be given under this Clause 7.5 does not relieve the Company of a third party or alter its obligations in relation to any Indemnity Claim, except to the extent that the Company is materially prejudiced by such delay. (g) In the event Creador I receives notice of any claim (each, a “Third Party Claim”)) from any Person (“Third Party”) which it reasonably believes may give rise to an Indemnity Claim against the Company, promptly after learning then Creador I must (without limitation to any other provisions of such Claimthis Clause 7.5) give: i. notice in writing of the Third Party Claim to the Company within 10 (Ten) Business Days of so ii. provide to the Company and its legal advisers all necessary access to information, together with a statement setting forth in reasonable detail documents and records within the nature and basis power or control of such Creador I for the purposes of investigating the Third Party Claim and providing copies assistance in taking any action referred to in this Clause 7.5. (h) Creador I shall have the right to assume and control the defense of Third Party Claim, with the assistance of the relevant documents evidencing such Claim, the amount of the Claim (such notice, statement and documents together, the “Claim Notice”). The failure counsel as deemed appropriate to give a Claim Notice to LPHL shall not relieve LPHL of any liability hereunder unless is materially prejudiced therebyCreador. 4.4. Upon receipt of a Claim Notice, LPHL shall provide written notice to Parent that it is either: (i) On assuming responsibility control of the Third Party Claim: i. Creador I shall not respond to any notice for the Third Party Claim, make any admission of liability or (ii) disputing the Claim (such notice, the “Response Notice”). A Response Notice must be provided by LPHL consent to Parent within forty-five (45) days after receipt of a Claim Notice. Parent shall conduct the defense and compromise and settle any Claim that is a third party claim in any manner Parent may deem reasonably appropriate; provided that Parent shall not approve of the entry of any judgment or enter into compromise or settle any settlement Third Party Claim, or any matter which gives or may give rise to a Third Party Claim, without any prior consultation with the Company. Provided, that in any such aforesaid admission or consent to the entry of judgement or compromise with respect or settlement, Creador 1 shall not make admissions on behalf of the Company ii. Creador I shall keep the Company informed of the progress of the proceedings relating to such third party claim unless Xxxxxx has obtained LPHL’s prior written approval (which approval must not be unreasonably withheld, delayed or conditioned)Third Party Claim and shall provide the Company with all such information and documents as the Company may reasonably request in relation to the Third Party Claim at the cost of the Company. 4.5iii. If LPHL notifies Parent The Company shall have the right to participate and defend itself in a Response Notice that it does relation to any Third Party Claim which affects the Company, at its own cost. Creador I shall not dispute the Claim described in the applicable Claim Notice, the Loss in the amount specified in the Claim Notice shall be conclusively deemed an indemnifiable Loss of LPHL. 4.6. If LPHL notifies Parent in a Response Notice that it disputes the Claim (object to such dispute, a “Dispute”), or fails to notify Parent within forty-five (45) days after delivery of a Claim Notice that is disputing the Claim, which failure to notify is deemed a Dispute, such Dispute shall be resolved by mutual agreement of LPHL and Parent (as determined participation by the Independent Board Members), or Company. Such participation shall not in the absence of such agreement, by a court or other tribunal of competent jurisdiction.any manner bind Creador I.

Indemnity Claim Procedure. 4.1. Any claim for indemnification by Parent(a) The Indemnified Party shall, which shall be made solely on behalf within 30 (thirty) Business Days of the Indemnitees, shall be made, if made at all, during the Indemnity Period. 4.2. Any claim for indemnification, which shall be made solely on behalf Indemnified Party having obtained information of the Indemniteesincurrence of any Losses, shall be made solely by a majority for which the Indemnified Party is entitled to indemnification pursuant to the provisions of the independent members of Parent’s board of directors who are unaffiliated with LPHL (the “Independent Board Members”). 4.3. Upon such determination by the Independent Board Members to seek indemnification against LPHL for the benefit of the Indemniteesthis Clause 9, Parent shall give LPHL prompt written notice of the claim for indemnification under Section 1 whether arising directly or as a result of a third party claim (each, a “Claim”), promptly after learning of such Claim, together with a statement setting forth in reasonable detail the nature and basis of such Claim and providing copies of the relevant documents evidencing such Claim, the amount of the Claim (such notice, statement and documents together, the “Claim Notice”). The failure ) to give the Company containing a Claim Notice to LPHL shall not relieve LPHL description and the amount of any liability hereunder unless is materially prejudiced therebyLosses incurred or suffered by the Indemnified Party and a demand for payment of those Losses. 4.4. Upon (b) The Company shall be under an obligation, to make payment of Indemnity Amounts within a period of 15 (fifteen) Business Days from the date on which the claims in such Claims Notice are determined to be Agreed Claims in accordance with Clause 9.3(g). (c) With respect to any third party claim against the Indemnified Party in respect of which indemnification is being sought by the Indemnified Party, the third party claim shall be notified by the Indemnified Party to the Company promptly upon receipt of a Claim Noticethe third party claim and in no event later than 15 (fifteen) Business Days from the date of receipt of the third party claim notice. Further, LPHL the Company shall provide have the right, exercisable by giving written notice to Parent that it an Indemnified Party no later than 15 (fifteen) Business Days prior to the date on which the Indemnified Party is either: required by the claimant to respond to such claim or proceeding, to assume, at the expense of the Company, the defense of any such claim or proceeding, with the assistance of counsel appointed in consultation with the Indemnified Party provided that: (i) assuming responsibility for the ClaimIndemnified Party shall be entitled, to participate in the defense of any such third party claim or proceeding at its own cost; (ii) disputing the Claim (such notice, the “Response Notice”). A Response Notice must be provided by LPHL to Parent within forty-five (45) days after receipt of a Claim Notice. Parent shall conduct the defense and compromise and settle any Claim that is a third party claim in any manner Parent may deem reasonably appropriate; provided that Parent Company shall not approve of the consent to entry of any judgment or enter into any settlement unless (i) the sole relief granted or compromise agreed is the payment of monetary damages (for which the Company shall be fully liable) and (ii) such judgment or settlement includes as an unconditional term thereof a release by the claimant or plaintiff to such Indemnified Party or Parties, in form and substance reasonably satisfactory to the Indemnified Party or Parties, from all Liability in respect of such claim or proceeding; (iii) any criminal or regulatory proceedings shall be defended and dealt with respect in the manner determined by the Indemnified Parties in their sole discretion; and (iv) the Company shall keep the Indemnified Party informed as to the status and progress of any such third party claim unless Xxxxxx has obtained LPHLor proceeding. (d) If the Company does not assume and control the defense of any such third party claim or proceeding in accordance with Clause 9.3(c), or does not defend any such third party claim or proceeding in good faith, the Indemnified Party shall have the right, at the Company’s prior written approval expense, to defend such third party claim or proceeding. (e) The indemnification rights under this Agreement are independent of and in addition to, such other rights and remedies the Indemnified Parties may have under Law, in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief and such rights and remedies shall not be affected or diminished hereby. (f) In the event the Company objects to any claims made by an Indemnified Party in any Claims Notice, the Company shall, within 30 (thirty) Business Days after receipt by the Company of such Claims Notice (“Objection Period”), deliver to the Indemnified Party a notice of such objection (which approval must not be unreasonably withheld, delayed or conditionednotice shall specify in detail the reason(s) for such objection) (“Objection Notice”). 4.5. If LPHL notifies Parent an Objection Notice is issued within the Objection Period, the Company and the Indemnified Party shall, within 30 (thirty) Business Days from the date of receipt by the Indemnified Party of such Objection Notice (“Indemnity Discussion Period”), attempt in a Response Notice that it does not dispute good faith to agree upon the Claim described rights and obligations of the respective Parties with respect to each of such claims to which the Company has objected. If, prior to expiry of the Indemnity Discussion Period, the relevant Parties succeed in reaching an agreement on their respective rights and obligations with respect to the matters objected in the applicable Objection Notice and claimed in the Claim Notice, the Loss Parties shall promptly (and in any event no later than 10 (ten) Business Days from expiry of the Indemnity Discussion Period) prepare and sign a memorandum setting forth such agreement and shall implement such memorandum as agreed upon. If, within the Indemnity Discussion Period, the Company and Indemnified Party are unable to agree upon on any of their rights and obligations with respect to the matters objected in the amount specified Objection Notice and claimed in the Claim Notice Notice, the dispute (“Indemnity Dispute”) shall be conclusively deemed an indemnifiable Loss of LPHLsettled in accordance with the procedure set out in Clause 12 below. 4.6. (g) Claims for Losses specified in any Claims Notice: (1) which the Company has not objected to in writing within the Objection Period; or (2) which the Company has accepted in writing; or (3) which have been settled in accordance with Clause 9.3(f) above within the Indemnity Discussion Period; or (4) which the Company has objected to in writing and in respect of which, following the referral of an Indemnity Dispute to arbitration pursuant to Clause 9.3(f) and Clause 12, an arbitral tribunal has made a final award in favour of the Indemnified Party are hereinafter referred to, collectively, as "Agreed Claims". (h) If LPHL notifies Parent the Company defaults in a Response Notice that it disputes the Claim (such disputepayment when due of any Indemnity Amount, a “Dispute”)within the time periods stipulated in this Agreement for their payment, or fails to notify Parent within forty-five (45) days after delivery the Liability of a Claim Notice that is disputing the Claim, which failure to notify is deemed a Dispute, such Dispute Company shall be resolved by mutual agreement increased to include interest on such sum from the date when such payment is due until the date of LPHL and Parent (as determined by actual payment at the Independent Board Members)State Bank of India prime lending rate. Notwithstanding the aforementioned, or if an Indemnity Dispute results in an arbitral tribunal making a final award in favour of the absence Indemnified Party, the Liability of the Company in respect of the Indemnity Amounts awarded in favor of the Indemnified Party shall be increased to include interest on such agreement, by a court or other tribunal sum from the date of competent jurisdictionthe expiry of the Indemnity Discussion Period until the date of actual payment at the State Bank of India base rate per annum.

Indemnity Claim Procedure. 4.1. Any claim for (a) At any time after Edelweiss suffers or incurs any Loss or becomes aware of any Third Party Claim (defined below), which is as a result of the occurrence of an event which is the subject of indemnification by Parentthe Company in its favour under this Agreement (“Indemnity Claim”) (whether or not such event involves a Third Party Claim), which shall be made solely Edelweiss shall, within 10 (Ten) Business Days from the date of occurrence of such event or becoming aware of such Third Party Claim, give notice in writing to the Company (“Indemnification Notice”). An Indemnification Notice must describe the event giving rise to the proposed claim and the proposed claim in reasonable detail (along with supporting documentation, to the extent available) to put the Company fairly on behalf notice of the Indemnitees, shall be made, if made at all, during matter in question and the Indemnity Period. 4.2. Any claim for indemnification, which shall be made solely on behalf monetary quantum of the Indemnitees, shall be made solely by a majority of Loss (to the independent members of Parent’s board of directors who are unaffiliated with LPHL (extent Edelweiss can reasonably determine that amount at the “Independent Board Members”relevant time the Indemnification Notice is given). 4.3. Upon such determination by (b) The Company may, within 15 (Fifteen) Business Days after receipt of an Indemnification Notice (“Objection Period”), object to the Independent Board Members to seek indemnification against LPHL for subject matter and/or the benefit amount of the Indemnitees, Parent shall give LPHL prompt written Loss set forth in the Indemnification Notice by notifying Edelweiss in writing (“Objection Notice”). An Objection Notice must contain sufficient detail so as to put Edelweiss fairly on notice of the matters to which the Company objects in question and the likely monetary quantum of any Loss not agreed by the Company. (c) If the Company does not serve an Objection Notice within the period provided above, the Company shall be deemed to have agreed to the matters set forth in the Indemnification Notice issued by Edelweiss. (d) If the Company serves an Objection Notice, then a Dispute will be deemed to have arisen between the Company and Edelweiss, to which the provisions of Clause 11 will apply. (e) In the event that, as a result of the procedures set out in Clause 11 an arbitral award or determination requires the Company to pay any amount to Edelweiss on account of a claim for indemnification under Section 1 whether arising directly this Agreement, the Company must pay or procure payment of such amount to Edelweiss within 30 (Thirty) Business Days of the arbitral award or determination being made, or such other date as specified in the arbitral award or determination or as a result may otherwise be agreed by the Parties to the Dispute. (f) Provided it is issued within the time periods specified in this Clause 7.5, any delay in any Indemnification Notice, Objection Notice, or other notice given or to be given under this Clause 7.5 does not relieve the Company of a third party or alter its obligations in relation to any Indemnity Claim, except to the extent that the Company is materially prejudiced by such delay. (g) In the event Edelweiss receives notice of any claim (each, a “Third Party Claim”)) from any Person (“Third Party”) which it reasonably believes may give rise to an Indemnity Claim against the Company, promptly after learning then Edelweiss must (without limitation to any other provisions of such Claimthis Clause 7.5) give: i. notice in writing of the Third Party Claim to the Company within 10 (Ten) Business Days of so ii. provide to the Company and its legal advisers all necessary access to information, together with a statement setting forth in reasonable detail documents and records within the nature and basis power or control of such Edelweiss for the purposes of investigating the Third Party Claim and providing copies assistance in taking any action referred to in this Clause 7.5. (h) Edelweiss shall have the right to assume and control the defense of Third Party Claim, with the assistance of the relevant documents evidencing such Claim, the amount of the Claim (such notice, statement and documents together, the “Claim Notice”). The failure counsel as deemed appropriate to give a Claim Notice to LPHL shall not relieve LPHL of any liability hereunder unless is materially prejudiced therebyEdelweiss. 4.4. Upon receipt of a Claim Notice, LPHL shall provide written notice to Parent that it is either: (i) On assuming responsibility control of the Third Party Claim: i. Edelweiss shall not respond to any notice for the Third Party Claim, make any admission of liability or (ii) disputing the Claim (such notice, the “Response Notice”). A Response Notice must be provided by LPHL consent to Parent within forty-five (45) days after receipt of a Claim Notice. Parent shall conduct the defense and compromise and settle any Claim that is a third party claim in any manner Parent may deem reasonably appropriate; provided that Parent shall not approve of the entry of any judgment or enter into compromise or settle any settlement Third Party Claim, or any matter which gives or may give rise to a Third Party Claim, without any prior consultation with the Company. Provided, that in any such aforesaid admission or consent to the entry of judgement or compromise with respect or settlement, Edelweiss shall not make admissions on behalf of the Company ii. Edelweiss shall keep the Company informed of the progress of the proceedings relating to such third party claim unless Xxxxxx has obtained LPHL’s prior written approval (which approval must not be unreasonably withheld, delayed or conditioned)Third Party Claim and shall provide the Company with all such information and documents as the Company may reasonably request in relation to the Third Party Claim at the cost of the Company. 4.5iii. If LPHL notifies Parent The Company shall have the right to participate and defend itself in a Response Notice that it does relation to any Third Party Claim which affects the Company, at its own cost. Edelweiss shall not dispute the Claim described in the applicable Claim Notice, the Loss in the amount specified in the Claim Notice shall be conclusively deemed an indemnifiable Loss of LPHL. 4.6. If LPHL notifies Parent in a Response Notice that it disputes the Claim (object to such dispute, a “Dispute”), or fails to notify Parent within forty-five (45) days after delivery of a Claim Notice that is disputing the Claim, which failure to notify is deemed a Dispute, such Dispute shall be resolved by mutual agreement of LPHL and Parent (as determined participation by the Independent Board Members), or Company. Such participation shall not in the absence of such agreement, by a court or other tribunal of competent jurisdictionany manner bind Edelweiss.

Indemnity Claim Procedure. 4.1. Any claim for (a) At any time after SFML suffers or incurs any Loss or becomes aware of any Third Party Claim (defined below), which is as a result of the occurrence of an event which is the subject of indemnification by Parentthe Company in its favour under this Agreement (“Indemnity Claim”) (whether or not such event involves a Third Party Claim), which shall be made solely on behalf SFML shall, within 10 (Ten) Business Days from the date of occurrence of such event or becoming aware of such Third Party Claim, give notice in writing to the Indemnitees, shall be made, if made at all, during the Indemnity Period. 4.2. Any claim for indemnification, which shall be made solely on behalf of the Indemnitees, shall be made solely by a majority of the independent members of Parent’s board of directors who are unaffiliated with LPHL Company (the “Independent Board MembersIndemnification Notice”). 4.3. Upon such determination by An Indemnification Notice must describe the Independent Board Members event giving rise to seek indemnification against LPHL for the benefit of proposed claim and the Indemniteesproposed claim in reasonable detail (along with supporting documentation, Parent shall give LPHL prompt written to the extent available) to put the Company fairly on notice of the matter in question and the monetary quantum of the Loss (to the extent SFML can reasonably determine that amount at the relevant time the Indemnification Notice is given) along with a confirmation that the Indemnification Notice has been issued by SFML pursuant to notices received by SFML from the SFML LPs and/or Creador II. It is agreed that the Company’s liability towards any Losses incurred by SFML under this Agreement shall only if claims towards such losses are initiated by the SFML LPs and/or Creador II pursuant to the terms of the shareholders agreement of even date executed by SFMLwith the SFML LPs, Creador II and its existing shareholders. (b) The Company may, within 15 (Fifteen) Business Days after receipt of an Indemnification Notice, object to the subject matter and/or the amount of the Loss set forth in the Indemnification Notice by notifying SFML in writing (“Objection Notice”). An Objection Notice must contain sufficient detail so as to put SFML fairly on notice of the matters to which the Company objects in question and the likely monetary quantum of any Loss not agreed by the Company. (c) If the Company does not serve an Objection Notice within the period provided above, the Company shall be deemed to have agreed to the matters set forth in the Indemnification Notice issued by SFML. (d) If the Company serves an Objection Notice, then a Dispute will be deemed to have arisen between the Company and SFML, to which the provisions of Clause 11 will apply. (e) In the event that, as a result of the procedures set out in Clause 11 an arbitral award or determination requires the Company to pay any amount to SFML on account of a claim for indemnification under Section 1 whether arising directly this Agreement, the Company must pay or procure payment of such amount to SFML within 30 (Thirty) Business Days of the arbitral award or determination being made, or such other date as specified in the arbitral award or determination or as a result may otherwise be agreed by the Parties to the Dispute. (f) Provided it is issued within the time periods specified in this Clause 7.5, any delay in any Indemnification Notice, Objection Notice, or other notice given or to be given under this Clause 7.5 does not relieve the Company of a third party or alter its obligations in relation to any Indemnity Claim, except to the extent that the Company is materially prejudiced by such delay. (g) In the event SFML receives notice of any claim (each, a “Third Party Claim”)) from any Person (“Third Party”) which it reasonably believes may give rise to an Indemnity Claim against the Company, promptly after learning then SFML must (without limitation to any other provisions of such Claimthis Clause 7.5) give: i. notice in writing of the Third Party Claim to the Company within 10 (Ten) Business Days of so ii. provide to the Company and its legal advisers all necessary access to information, together with a statement setting forth in reasonable detail documents and records within the nature and basis power or control of such SFML for the purposes of investigating the Third Party Claim and providing copies assistance in taking any action referred to in this Clause 7.5. (h) SFML shall have the right to assume and control the defense of Third Party Claim, with the assistance of the relevant documents evidencing such Claim, the amount of the Claim (such notice, statement and documents together, the “Claim Notice”). The failure counsel as deemed appropriate to give a Claim Notice to LPHL shall not relieve LPHL of any liability hereunder unless is materially prejudiced therebySFML. 4.4. Upon receipt of a Claim Notice, LPHL shall provide written notice to Parent that it is either: (i) On assuming responsibility control of the Third Party Claim: i. SFML shall not respond to any notice for the Third Party Claim, make any admission of liability or (ii) disputing the Claim (such notice, the “Response Notice”). A Response Notice must be provided by LPHL consent to Parent within forty-five (45) days after receipt of a Claim Notice. Parent shall conduct the defense and compromise and settle any Claim that is a third party claim in any manner Parent may deem reasonably appropriate; provided that Parent shall not approve of the entry of any judgment or enter into compromise or settle any settlement Third Party Claim, or any matter which gives or may give rise to a Third Party Claim, without any prior consultation with the Company. Provided, that in any such aforesaid admission or consent to the entry of judgement or compromise with respect or settlement, SFML shall not make admissions on behalf of the Company. ii. SFML shall keep the Company informed of the progress of the proceedings relating to such third party claim unless Xxxxxx has obtained LPHL’s prior written approval (Third Party Claim and shall provide the Company with all such information and documents as the Company may reasonably request in relation to the Third Party Claim at the cost of the Company. iii. The Company shall have the right to participate and defend itself in relation to any Third Party Claim which approval must affects the Company, at its own cost. SFML shall not object to such participation by the Company. Such participation shall not be unreasonably withheld, delayed or conditioned)in any manner bind SFML. 4.5. If LPHL notifies Parent in a Response Notice that it does not dispute the Claim described in the applicable Claim Notice, the Loss in the amount specified in the Claim Notice shall be conclusively deemed an indemnifiable Loss of LPHL. 4.6. If LPHL notifies Parent in a Response Notice that it disputes the Claim (such dispute, a “Dispute”), or fails to notify Parent within forty-five (45) days after delivery of a Claim Notice that is disputing the Claim, which failure to notify is deemed a Dispute, such Dispute shall be resolved by mutual agreement of LPHL and Parent (as determined by the Independent Board Members), or in the absence of such agreement, by a court or other tribunal of competent jurisdiction.