Indemnification by BSES

If the transactions contemplated by his Share acquisition Agreement are consummated BSES agrees, without prejudice to other rights of Holding Company and COMPANY to indemnify and hold harmless Holding Company and the COMPANY against and in respect of any loss., damage, claim, action, suit, proceeding deficiency or expense relating to, arising from, or in connection with any misrepresentation, breach of any representation, warranty obligation, covenant or agreement or fault on the part of BSES in or under this Share Acquisition Agreement or Bid Documents delivered by BSES prior to Completion Date in connection herewith.

(a)

In the event any third party makes a claim or commences any action or proceeding against Holding Company and COMPANY, with respect to any matter specified in clause 5.1 as to which such party intends to seed indemnification, Holding Company or COMPANY shall promptly notify BSES from which such indemnification is to be sought of the existence of such claim of the commencement of such action or proceeding.

(b)

BSES shall have the right, upon receipt of notice from Holding Company or COMPANY of the existence of such claim or the commencement of any such third party action or proceeding as specified in Clause 5.2 (a). to undertake and direct the defense of such claim, action or proceeding at any time by delivering to Holding Company or COMPANY, as the case may be ;