Common use of Procedure in Case of Third Party Claims Clause in Contracts

Procedure in Case of Third Party Claims. 21.4.1 In the event of any demand or claim by any third entity against either Party, which claim or demand would be payable by that Party at first instance (the "Paying Party"), but would sought to be claimed from the other Party (the "Indemnifier") pursuant to Clause21.2 above, then the Paying Party shall, without undue delay from becoming aware of the matter, notify the Indemnifier of such matter in writing, describing the potential claim in reasonable detail and, to the extent possible, state the estimated amount of such claim. 21.4.2 Furthermore, the Paying Party shall make available to the Indemnifier, a copy of the third party claim or demand and give the Indemnifier the opportunity to defend the Paying Party against such claim, employing their own counsel at their sole costs, expense and risk. The Indemnifier, at its own cost, shall have the right to defend the claim by all appropriate proceedings and shall have the sole right to direct and control such defense. In particular, without limitation, the Indemnifier may (i) participate in and direct all negotiations and correspondence with the third party; (ii) appoint and instruct counsel acting, if necessary, in the name of the Paying Party (with all costs and expenses to be borne by the Indemnifier); and (iii) require that the claim be litigated or settled in accordance with the Indemnifier's instructions. The Indemnifier shall conduct such proceedings in good faith and take into account the interest of the Paying Party. As long as the Indemnifier is defending a claim, the Paying Party shall provide or cause to be provided, to the Indemnifier or its representatives, any information reasonably requested by it and/or them relating to such claim, and Paying Party shall otherwise cooperate with the Indemnifier and its representatives in good faith in order to contest effectively such claim. The Indemnifier shall inform the Paying Party in writing without undue delay of all developments and events relating to such claim, and the Paying Party shall be entitled to, without being obliged to do so, at the risk, cost and expense of the Indemnifier, employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim and to defend the same. 21.4.3 If the Indemnifier does not assume control of a defense of a specific claim, the Paying Party may without being obliged to do so, assume full control of such defense and such proceedings at the risk, cost and expense of the Indemnifier. If requested by the Paying Party, the Indemnifier shall cooperate in good faith with the Paying Party in order to contest effectively such claim. The Indemnifier shall be entitled, at its expense, to employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim. 21.4.4 Notwithstanding anything to the contrary contained in this Development Agreement, in no event shall any Party, its officers, employees or agents be liable to indemnify the other Party for any matter arising out of or in connection with this Development Agreement in respect of any indirect or consequential loss, including loss of profit, suffered by such other Party. 21.4.5 Notwithstanding anything to the contrary contained in this Development Agreement, the Developer shall indemnify and hold harmless BSHB, from and against all claims, demands made against and/ or loss caused and/ or the Damages suffered and/ or cost, charges/expenses incurred or put to and/ or penalty levied and/ or any claim pursuant to the non-performance by the Developer of any of its obligations under the Sub-Lease Deed including but not limited to the obligation pertaining to the timely completion of the Project and delivery of the Assets.

Procedure in Case of Third Party Claims. 21.4.1 20.2.1 In the event of any demand or claim by any third entity Entity against either Partya Party hereof, which claim or demand would be payable by that a Party at first instance (the "Paying Party"“Payee”), but would sought to be claimed from the other Party hereof (the "“Indemnifier"”) pursuant to Clause21.2 Article 20.1 above, then the Paying Party shall, Payee shall without undue delay from becoming aware of the matter, matter notify the Indemnifier of such matter in writing, describing the potential claim in reasonable detail and, to the extent possible, state the estimated amount of such claim. 21.4.2 20.2.2 Furthermore, the Paying Party Payee shall make available to the Indemnifier, Indemnifier a copy of the third party claim or demand and give the Indemnifier the opportunity to defend the Paying Party Payee against such claim, employing their own counsel at their sole costs, expense and risk. The Indemnifier, at its own cost, shall have the right to defend the claim by all appropriate proceedings and shall have the sole right to direct and control such defensedefence. In particular, without limitation, the Indemnifier may (i) participate in and direct all negotiations and correspondence with the third party; , (ii) appoint and instruct counsel acting, if necessary, in the name of the Paying Party Payee (with all costs and expenses to be borne by the Indemnifier); , and (iii) require that the claim be litigated or settled in accordance with the Indemnifier's instructions. The Indemnifier shall conduct such proceedings in good faith and take into account the interest of the Paying PartyPayee. As long as the Indemnifier is defending a claim, the Paying Party Payee shall provide or cause to be provided, provided to the Indemnifier or its representatives, representatives any information reasonably requested by it and/or them relating to such claim, and Paying Party Payee shall otherwise cooperate with the Indemnifier and its representatives in good faith in order to contest effectively such claim. The Indemnifier shall inform the Paying Party Payee in writing without undue delay of all developments and events relating to such claim, and the Paying Party shall be entitled to, without being obliged to do so, at the risk, cost and expense of the Indemnifier, employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim and to defend the same. 21.4.3 If the Indemnifier does not assume control of a defense of a specific claim, the Paying Party may without being obliged to do so, assume full control of such defense and such proceedings at the risk, cost and expense of the Indemnifier. If requested by the Paying Party, the Indemnifier shall cooperate in good faith with the Paying Party in order to contest effectively such claim. The Indemnifier Payee shall be entitled, at its expense, to employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim. 21.4.4 Notwithstanding anything to the contrary contained in this Development Agreement, in no event shall any Party, its officers, employees or agents be liable to indemnify the other Party for any matter arising out of or in connection with this Development Agreement in respect of any indirect or consequential loss, including loss of profit, suffered by such other Party. 21.4.5 Notwithstanding anything to the contrary contained in this Development Agreement, the Developer shall indemnify and hold harmless BSHB, from and against all claims, demands made against and/ or loss caused and/ or the Damages suffered and/ or cost, charges/expenses incurred or put to and/ or penalty levied and/ or any claim pursuant to the non-performance by the Developer of any of its obligations under the Sub-Lease Deed including but not limited to the obligation pertaining to the timely completion of the Project and delivery of the Assets.

Procedure in Case of Third Party Claims. 21.4.1 7.3.1 In the event of any demand or claim by any third entity against either Party, which claim or demand would be payable by that Party party at first instance (the "Paying Party"Payee" in demand), but would sought to be claimed from the other Party (the "Indemnifier") pursuant to Clause21.2 aboveSection 7.1 or 7.2, then the Paying Party Payee shall, without undue delay from after becoming aware of the matter, notify the Indemnifier of such matter in writing, describing the potential claim in reasonable detail and, to the extent possible, state the estimated amount of such claim. 21.4.2 7.3.2 Furthermore, the Paying Party Payee shall make available to the Indemnifier, Indemnifier a copy of the third party claim or demand and give the Indemnifier the opportunity to defend the Paying Party Payee against such claim, employing their its own counsel at their its sole costs, expense and risk. The Indemnifier, at its own cost, shall have the right to defend the claim by all appropriate proceedings and shall have the sole right to direct and control such defense. In particular, without limitation, the Indemnifier may (i) participate in and direct all negotiations and correspondence with the third party; (ii) appoint and instruct counsel acting, if necessary, in the name of the Paying Party Payee (with all costs and expenses relating to such participation to be borne by the Indemnifier); and (iii) require that the claim be litigated or settled in accordance with the Indemnifier's instructions. The Indemnifier shall conduct such proceedings in good faith and take into account the interest of the Paying PartyPayee. As long as the Indemnifier is defending a claim, the Paying Party Payee shall provide or cause to be provided, provided to the Indemnifier or its representatives, representatives any information reasonably requested by it and/or them relating to such claim, and Paying Party Payee shall otherwise cooperate with the Indemnifier and its representatives in good faith in order to contest effectively such claim. The Indemnifier shall inform the Paying Party Payee in writing without undue delay of all developments and events relating to such claim, and the Paying Party Payee shall be entitled to, without being obliged to do soentitled, at the riskits expense, cost and expense of the Indemnifier, to employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim and to defend the sameclaim. 21.4.3 7.3.3 If the Indemnifier does not assume control of a defense of or a specific claim, the Paying Party Payee may without being obliged to do so, assume full control of such defense and such proceedings proceedings, at the risk, reasonable cost and expense of the Indemnifier. If requested by the Paying PartyPayee, the Indemnifier shall cooperate in good faith with the Paying Party Payee in order to contest effectively such claim. The Indemnifier shall be entitled, at its expense, to employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim. 21.4.4 Notwithstanding anything to the contrary contained in this Development Agreement, in no event shall any Party, its officers, employees or agents be liable to indemnify the other Party for any matter arising out of or in connection with this Development Agreement in respect of any indirect or consequential loss, including loss of profit, suffered by such other Party. 21.4.5 Notwithstanding anything to the contrary contained in this Development Agreement, the Developer shall indemnify and hold harmless BSHB, from and against all claims, demands made against and/ or loss caused and/ or the Damages suffered and/ or cost, charges/expenses incurred or put to and/ or penalty levied and/ or any claim pursuant to the non-performance by the Developer of any of its obligations under the Sub-Lease Deed including but not limited to the obligation pertaining to the timely completion of the Project and delivery of the Assets.

Procedure in Case of Third Party Claims. 21.4.1 18.2.1 In the event of any demand or claim by any third entity Entity against either Partya Party hereof, which claim or demand would be payable by that a Party at first instance (the "Paying Party"“Payee”), but would sought to be claimed from the other Party hereof (the "“Indemnifier"”) pursuant to Clause21.2 clause 18.1.1 above, then the Paying Party shall, Payee shall without undue delay from becoming aware of the matter, matter notify the Indemnifier of such matter in writing, describing the potential claim in reasonable detail and, to the extent possible, state the estimated amount of such claim. 21.4.2 18.2.2 Furthermore, the Paying Party Payee shall make available to the Indemnifier, Indemnifier a copy of the third party claim or demand and give the Indemnifier the opportunity to defend the Paying Party Payee against such claim, employing their own counsel at their sole costs, expense and risk. The Indemnifier, at its own cost, shall have the right to defend the claim by all appropriate proceedings and shall have the sole right to direct and control such defense. In particular, without limitation, the Indemnifier may may (i) participate in and direct all negotiations and correspondence with the third party; , (ii) appoint and instruct counsel acting, if necessary, in the name of the Paying Party Payee (with all costs and expenses to be borne by the Indemnifier); , and (iii) require that the claim be litigated or settled in accordance with the Indemnifier's instructions. The Indemnifier shall conduct such proceedings in good faith and take into account the interest of the Paying PartyPayee. As long as the Indemnifier is defending a claim, the Paying Party Payee shall provide or cause to be provided, provided to the Indemnifier or its representatives, any information reasonably requested by it and/or them relating to such claim, and Paying Party the Payee shall otherwise cooperate with the Indemnifier and its representatives in good faith in order to contest effectively such claim. The Indemnifier shall inform the Paying Party Payee in writing without undue delay of all developments and events relating to such claim, and the Paying Party Payee shall be entitled to, without being obliged to do soentitled, at the riskits expense, cost and expense of the Indemnifier, to employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim and to defend the sameclaim. 21.4.3 18.2.3 If the Indemnifier does not assume control of a defense of a specific claim, the Paying Party Payee may without being obliged to do so, assume full control of such defense and such proceedings at the risk, cost and expense of the Indemnifierproceedings. If requested by the Paying PartyPayee, the Indemnifier shall cooperate in good faith with the Paying Party Payee in order to contest effectively such claim. The Indemnifier shall be entitled, at its expense, to employ its own counsel and to attend all conferences, meetings and proceedings relating to such claim. 21.4.4 Notwithstanding anything to the contrary contained in this Development Agreement, in 18.2.4 In no event shall the Payee be entitled to acknowledge or settle a claim or permit any Partysuch acknowledgement or settlement without the Indemnifier's prior written consent, its officers, employees or agents be liable to indemnify the other Party for any matter arising out of or in connection with this Development Agreement insofar as an indemnification is sought in respect of any indirect or consequential loss, including loss of profit, suffered by such other Partyclaim from the Indemnifier. 21.4.5 Notwithstanding anything to the contrary contained in this Development Agreement, the Developer shall indemnify and hold harmless BSHB, from and against all claims, demands made against and/ or loss caused and/ or the Damages suffered and/ or cost, charges/expenses incurred or put to and/ or penalty levied and/ or any claim pursuant to the non-performance by the Developer of any of its obligations under the Sub-Lease Deed including but not limited to the obligation pertaining to the timely completion of the Project and delivery of the Assets.