Common use of Procedure for Claiming Indemnity Clause in Contracts

Procedure for Claiming Indemnity. 14.4.1 Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit referred to in Articles 14.1 or 14.2 in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 below; and ii. the claim amount is not required to be paid/deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding for which it is entitled to be indemnified under Articles 14.1 or 14.2 and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Party. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims (a) Where the Indemnified a Party is entitled to indemnification (“Indemnified Party”) from the other Party (“Indemnifying Party Party”) pursuant to Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty 30 (30thirty) days of receipt of the above notice. Provided however that, if: i. (i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Appropriate Commission in accordance with Article 14.4.3 below13.3.1; and and (ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 (b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Appropriate Commission for which it is entitled to be indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Party. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 (c) An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 17.2.1 Third party claims a) Where the Indemnified Party indemnified party is entitled to indemnification from the Indemnifying Party indemnifying party pursuant to Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party indemnifying party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 belowrefer the contest the claim of third party; and ii. the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Disputethird party claim, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Disputethird party claim, if such Dispute claim is not settled in favour of the Indemnified Partythird party. 14.4.2 b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim of the third party for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) and the Indemnifying Party indemnified party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party indemnifying party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below16.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2 (a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below16.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute in accordance with Article 14.4.3 below16.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Appropriate Commission for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 10.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 10.1.1(a) or 14.2 10.1.2.(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 10.1.1(a) or 14.2 10.1.2 (a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below12.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 10.1.1(a) or 14.2 10.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit referred to in Articles 14.1 or 14.2 in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. (i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 below; and and (ii. ) the claim amount is not required to be paid/deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding for which it is entitled to be indemnified under Articles 14.1 or 14.2 and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Party. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 12.2.1 Third party claims a) Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 12.1.1(a) or 14.2 12.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 12.1.1(a) or 14.2 12.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below11.3; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by seeking adjudication of the PSERC for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 12.1.1(a) or 14.2 12.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 c) An Indemnifying Party may, at its own expense, assume control of the defence defense of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defencedefense, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 15.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 15.1.1(a) or 14.2 15.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 15.1.1(a) or 14.2 15.1.2 (a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below17.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 15.1.1(a) or 14.2 15.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 17.2.1 Third party claims a) Where the Indemnified Party indemnified party is entitled to indemnification from the Indemnifying Party indemnified party pursuant to Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party indemnified party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below18.4; and ii. the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) and the Indemnifying Party indemnified party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party indemnified party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 17.2.1. Third party claims a) Where the Indemnified Party indemnified party is entitled to indemnification from the Indemnifying Party indemnifying party pursuant to Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party indemnifying party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 belowrefer the contest the claim of third party; and ii. the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Disputethird party claim, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Disputethird party claim, if such Dispute claim is not settled in favour of the Indemnified Partythird party. 14.4.2 b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim of the third party for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) and the Indemnifying Party indemnified party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party indemnifying party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit referred to in Articles 14.1 or 14.2 in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 below; and and ii. the claim amount is not required to be paid/deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding for which it is entitled to be indemnified under Articles 14.1 or 14.2 and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Party. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit referred to in Articles 14.1 or 14.2 in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 below; and ii. the claim amount is not required to be paid/deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding for which it is entitled to be indemnified under Articles 14.1 or 14.2 and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Party. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 the Article14.1.1(a)or14.1.2(a),the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) in respect of which it is entitled to be indemnifiedbeindemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the i) The Parties choose to contest, defend or litigate such claim, action, suit or proceedings in refer the dispute in-accordance with Article 14.4.3 below; and Article16.3.2;and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the DisputetheDispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified theIndemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Appropriate Commission for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 ordelayed. An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 14.1.1(1) or 14.2 14.1.2(1), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(i) or 14.2 14.1.2(i) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute in accordance with Article 14.4.3 below16.3; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Appropriate Commission for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 14.1.1(i) or 14.2 14.1.2(i) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 15.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 15.1.1(a) or 14.2 15.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 15.1.1(a) or 14.2 15.1.2 (a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below17.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 15.1.1(a) or 14.2 15.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims (a) Where the Indemnified a Party is entitled to indemnification (“Indemnified Party”) from the other Party (“Indemnifying Party Party”) pursuant to Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty 30 (30thirty) days of receipt of the above notice. Provided however that, if: i. (i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Appropriate Commission in accordance with Article 14.4.3 below13.3.1; and and (ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 (b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Appropriate Commission for which it is entitled to be indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Party. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying PartyParty first, which consent shall not be unreasonably withheld or delayed. 14.4.3 (c) An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below16.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by seeking adjudication of the Central Commission for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence defense of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defencedefense, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 10.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 Article 10.1.1(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 or 14.2 Article 10.1.1(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below12.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 or 14.2 Article 10.1.1(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 17.2.1 Third party claims a) Where the Indemnified Party indemnified party is entitled to indemnification from the Indemnifying Party indemnifying party pursuant to Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 belowcontest the claim of third party; and ii. the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the third party claim. The Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Disputethird party claim, if such Dispute claim is not settled in favour of the Indemnified Partythird party. 14.4.2 b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim of the third party for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) and the Indemnifying Party indemnifying party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party indemnifying party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 12.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 12.1.1(a) or 14.2 12.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 12.1.1(a) or 14.2 12.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute in accordance with Article 14.4.3 below14; and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Appropriate Commission for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 12.1.1(a) or 14.2 12.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 17.2.1 Third party claims a) Where the Indemnified Party indemnified party is entitled to indemnification from the Indemnifying Party indemnifying party pursuant to Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party indemnifying party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 belowrefer the contest the claim of third party; and ii. the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Disputethird-party claim, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Disputethird- party claim, if such Dispute claim is not settled in favour of the Indemnified Partythird party. 14.4.2 b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim of the third party for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 17.1.1(a) or 14.2 17.1.2(a) and the Indemnifying Party indemnified party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party indemnifying party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 10.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 Article 10.1.1(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 or 14.2 Article 10.1.1 (a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below12.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 or 14.2 Article 10.1.1(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit referred to in Articles 14.1 or 14.2 in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the The Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 below; and and ii. the The claim amount is not required to be paid/deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding for which it is entitled to be indemnified under Articles 14.1 or 14.2 and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Party. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld with held or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 A. Third Party Claims Where the Indemnified Party indemnified party is entitled to indemnification from the Indemnifying Party indemnified party pursuant to Articles 14.1 Clause 21.1.A or 14.2 21.2.A, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Clause 21.1.A or 14.2 Clause 21.2.A in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party indemnified party shall be liable to settle the indemnification claim within thirty 30 (30thirty) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 belowClause 22.4; and and ii. the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour favor of the Indemnified Party. 14.4.2 . The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 Clause 21.1.A or 14.2 Clause 21.2.A and the Indemnifying Party indemnified party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party indemnified party may, at its own expense, assume control of the defence defense of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defencedefense, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below16.3.2; and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by seeking adjudication of the Central Commission for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 10.2.1 Third party claims a. Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 10.1.1(a) or 14.2 7.1(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 10.1.1(a) or 14.2 7.1(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below12.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b. The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 10.1.1(a) or 14.2 7.1(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims a) Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 Article 14.1.1(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 or 14.2 Article 14.1.1(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute in accordance with Article 14.4.3 below; 16.3 and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Disputedispute, the The Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Disputedispute, if such Dispute dispute is not settled in favour of the Indemnified Party. 14.4.2 b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Appropriate Commission for which it is entitled to be indemnified under Articles 14.1 or 14.2 Indemnified and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence defense of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defencedefense, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles Article 14.1 or 14.2 14.2, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit referred to in Articles Article 14.1 or 14.2 in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes become aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 belowthis Article; and and ii. the claim amount is not required to be paid/deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding for which it is entitled to be indemnified under Articles Article 14.1 or 14.2 and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Indemnifying Party. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 (a) Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 or 14.2 Article 13.1, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 or 14.2 Article 13.1 in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty 30 (30thirty) days Days of receipt of the above notice. Provided however that, if: i. (i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below14.4; and and (ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 (b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by referring to the Arbitrator for which it is entitled to be indemnified Indemnified under Articles 14.1 or 14.2 Article 13.1 and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Procedure for Claiming Indemnity. 14.4.1 Third party claims Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.4.3 below; and ii. the claim amount is not required to be paid/deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party. Where an Indemnified Party is entitled to Indemnifiable Losses from the Indemnifying Party pursuant to Article 14.1.1(b) or 14.1.2(b), the Indemnified Party shall promptly notify the Indemnifying Party of the Indemnifiable Losses actually incurred by the Indemnified Party. The Indemnifiable Losses shall be reimbursed by the Indemnifying Party within thirty (30) days of receipt of the notice seeking Indemnifiable Losses by the Indemnified Party. In case of nonpayment of such losses after a valid notice under this Article 14.3, such event shall constitute a payment default under Article 13.

Procedure for Claiming Indemnity. 14.4.1 14.2.1 Third party claims a) Where the Indemnified Party is entitled to indemnification from the Indemnifying Party pursuant to Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a), the Indemnified Party shall promptly notify the Indemnifying Party of such claim, proceeding, action or suit claim referred to in Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim, proceeding, action or suit. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of the above notice. Provided however that, if: i. i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings refer the dispute before the Arbitrator in accordance with Article 14.4.3 below16.3.2; and and ii. ) the claim amount is not required to be paid/paid/ deposited to such third party pending the resolution of the Dispute, the Indemnifying Party shall become liable to pay the claim amount to the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in favour of the Indemnified Party. 14.4.2 b) The Indemnified Party may contest, defend and litigate a claim, action, suit or proceeding contest the claim by seeking adjudication of the Central Commission for which it is entitled to be indemnified Indemnified under Articles 14.1 Article 14.1.1(a) or 14.2 14.1.2(a) and the Indemnifying Party shall reimburse to the Indemnified Party all reasonable costs and expenses incurred by the Indemnified Partyparty. However, such Indemnified Party shall not settle or compromise such claim, action, suit or proceedings claim without first getting the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 14.4.3 . An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.