PARTIES, THE EXPERT SHALL SHOW
HIS REASONING AND ANY RELEVANT CALCULATIONS.
21.8
THE COSTS OF THE EXPERT (INCLUDING ANY FEES AND COSTS OF ANY
ADVISERS APPOINTED BY HIM) SHALL BE BORNE BY THE PARTIES IN EQUAL PROPORTIONS
UNLESS THE EXPERT OTHERWISE DIRECTS HAVING REGARD, WITHOUT LIMITATION, TO THE
CONDUCT OF THE PARTIES, BUT EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN COSTS OF
MAKING ITS WRITTEN STATEMENT AND WRITTEN COMMENTS AND OTHERWISE PRESENTING ITS
CASE TO THE EXPERT. EACH PARTY UNDERTAKES PROMPTLY TO ENTER INTO ANY ENGAGEMENT
LETTER(S) REASONABLY REQUESTED BY THE EXPERT REFLECTING THE PROVISIONS OF THIS
CLAUSE 21.
22
INDEMNIFIED PARTIES
22.1
WHERE EITHER PARTY IS INDEMNIFIED BY THE OTHER UNDER THE PROVISIONS
OF THIS AGREEMENT THAT PARTY SHALL USE ALL REASONABLE ENDEAVOURS TO MITIGATE ANY
COSTS (INCLUDING ANY REDUNDANCY COSTS), DAMAGES, CLAIMS, LIABILITIES AND
EXPENSES WHICH THE OTHER MAY BE OR BECOME RESPONSIBLE FOR UNDER ANY SUCH
INDEMNITY.
22.2
WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 22.1, A PARTY
("CLAIMANT") SHALL IN RELATION TO ANY ACTUAL OR THREATENED CLAIM, DEMAND OR
PROCEEDING AGAINST IT OR ANY OF ITS GROUP UNDERTAKINGS (A "CLAIM") WHICH MIGHT
GIVE RISE TO A CLAIM AGAINST THE OTHER PARTY ("INDEMNIFIER") UNDER ANY INDEMNITY
IN THIS AGREEMENT:
27
22.2.1
AS SOON AS IS REASONABLY PRACTICABLE GIVEN WRITTEN NOTICE THEREOF TO
THE INDEMNIFIER;
22.2.2
GIVE THE INDEMNIFIER AND ITS PROFESSIONAL ADVISERS REASONABLE ACCESS
TO THE CLAIMANT'S PREMISES AND PERSONNEL AND TO ANY RELEVANT CHATTELS, DOCUMENTS
AND RECORDS WITHIN THE CLAIMANT'S POWER, PERMISSION OR CONTROL TO ENABLE THE
INDEMNIFIER AND ITS PROFESSIONAL ADVISERS TO EXAMINE SUCH CHATTELS, ACCOUNTS,
DOCUMENTS AND RECORDS AND TAKE COPIES OR PHOTOCOPIES THEREOF AT THE
INDEMNIFIER'S OWN EXPENSE;
22.2.3
TAKE SUCH ACTION AS THE INDEMNIFIER MAY REASONABLY REQUIRE TO AVOID,
CONTEST, DISPUTE, RESIST, APPEAL, COMPROMISE OR DEFEND THE CLAIM (INCLUDING
MAKING COUNTER CLAIMS AND EXERCISING ALL RIGHTS OF SET OFF) SUBJECT TO BEING
INDEMNIFIED BY THE INDEMNIFIER AGAINST ALL REASONABLE COSTS AND EXPENSES IN
CONNECTION THEREWITH;
22.2.4
UPON THE WRITTEN REQUEST OF THE INDEMNIFIER, PERMIT THE INDEMNIFIER
IN THE NAME OF AND ON BEHALF OF THE CLAIMANT TO HAVE THE CONDUCT OF ALL
PROCEEDINGS RELATING TO THE CLAIM INCLUDING THE APPOINTMENT OF SOLICITORS AND
OTHER PROFESSIONAL ADVISERS AND THE MAKING OF ANY SETTLEMENT OR COMPROMISE OF
THE CLAIM;
22.2.5
RENDER TO THE INDEMNIFIER ALL SUCH ASSISTANCE AS THE INDEMNIFIER MAY
REASONABLY REQUIRE (INCLUDING PROVIDING ACCESS TO INFORMATION AND TO EMPLOYEES
OF THE CLAIMANT) FOR THE PURPOSES OF AVOIDING, CONTESTING, DISPUTING, RESISTING,
APPEALING, COMPROMISING OR DEFENDING THE CLAIM; AND
22.2.6
THE CLAIMANT SHALL IN ANY EVENT KEEP THE INDEMNIFIER INFORMED AS TO
THE STEPS WHICH ARE BEING TAKEN IN CONNECTION WITH THE CLAIM AND NO
CORRESPONDENCE OF A MATERIAL NATURE WITH RESPECT TO THE CLAIM SHALL BE SENT AND,
IN PARTICULAR BUT WITHOUT LIMITATION, NO ADMISSION OF LIABILITY, AGREEMENT,
COMPROMISE OR SETTLEMENT SHALL BE MADE BY THE CLAIMANT WITH ANY PERSON, BODY OR
AUTHORITY IN RESPECT OF THE CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF THE
INDEMNIFIER (SUCH CONSENT NOT TO BE