25.31 Sub-hubco shall indemnify and keep indemnified in full the Authority and, at the Authority's request, each and every service provider who has or shall provide any service equivalent to any of the Services against:
25.31.1 claims in respect of all emoluments and all other contractual or statutory payments unpaid by Sub-hubco or a Service Provider to any person entitled to such payments from Sub-hubco or a Service Provider who is or has been employed or engaged by Sub-hubco or any Service Provider in connection with the provision of any of the Services which relate to any period of employment or engagement with Sub-hubco or any Service Provider on or after the Relevant Service Transfer Date but on or prior to the date of expiry or termination of this Agreement, and all income tax and pension and national insurance contributions payable thereon; and
25.31.2 insofar as Clause 25.31.1 does not apply, all Direct Losses incurred by the Authority as a result of any claim against the Authority in respect of any liability to any person who is or has been employed or engaged (whether as a consequence of the Transfer Regulations or of the provisions of this Clause 25 (TUPE and Employment Matters)) by Sub-hubco or any Service Provider in connection with the provision of any of the Services, where such claim arises as a result of any act or omission of Sub-hubco or the Service Provider occurring after the Relevant Service Transfer Date and on or before the expiry or termination of this Agreement;
BUT the indemnities in Clauses 25.31.1 and 25.31.2 shall not apply:
(a) in respect of any sum for which the Authority is obliged to indemnify Sub-hubco or a relevant Service Provider pursuant to Clause 25.20 or 25.21 or as a result of any adjustment to the Annual Service Payments in accordance with Clause 25.12; or
(b) to the extent that the claim arises from a wrongful act or omission of the Authority
25.32 Clause 49.3 (Conduct of Claims) of this Agreement shall apply where any claim is made in respect of the indemnities given by Sub-hubco under Clause 25.31.