25.20 The Authority shall indemnify and keep indemnified in full Project Co (for itself and for the benefit of each relevant Service Provider) against all emoluments and all other contractual or statutory payments due to any Transferring Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination by the Authority which relate to any period of employment prior to or on the Relevant Service Transfer Date even if the liability to make any such payment does not arise until on or after the Relevant Service Transfer Date (which shall include any backdated pay award by the Authority), and against all income tax and pension and national insurance contributions payable thereon.
25.21 Insofar as Clause 25.20 does not apply, the Authority shall indemnify and keep indemnified in full Project Co against all Direct Losses sustained by Project Co in consequence of any liability which transfers to Project Co or a Service Provider in accordance with the Transfer Regulations and/or the Acquired Rights Directive in relation to any Transferring Authority Employee or former employee of the Authority in respect of his or her employment by the Authority or its termination by the Authority which arises as a result of any act or omission by the Authority occurring before or on the Relevant Service Transfer Date. The provisions of this Clause 25.21 and of Clause 25.20 shall not apply in respect of any claim that the terms and conditions of employment relating to Pay of Transferring Authority Employees contravene the Equal Pay Legislation including but not limited to any claim in respect of an Equal Pay Ruling.
25.22 Where any liability in relation to any Transferring Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination which transfers in whole or part in accordance with the Transfer Regulations and/or the Acquired Rights Directive arises partly as a result of any act or omission occurring on or before the Relevant Service Transfer Date and partly as a result of any act or omission occurring after the Relevant Service Transfer Date, the Authority shall indemnify and keep indemnified in full Project Co against only such part of the Direct Losses sustained by Project Co in consequence of the liability as is reasonably attributable to the act or omission occurring before the Relevant Service Transfer Date.
25.23 The indemnities contained in Clause 25.20 and Clause 25.21 shall apply as if references in those Clauses to any Transferring Authority Employee also included a reference to any Transferring Private Sector Employee to the extent that the Authority recovers any sum in respect of the subject matter of those indemnities from any sub-contractor of the Authority under any indemnity or other legal entitlement it has against such sub-contractor. The Authority undertakes that it will use all reasonable endeavours to recover any sums under any such entitlement as is mentioned in this Clause 25.23.
25.24 To avoid doubt, nothing in Clauses 25.20 or 25.21 shall impose any liability upon the Authority for any part of any statutory or contractual redundancy payment to any Transferring Employee which is payable as a result of any termination of employment of a Transferring Employee occurring after the Relevant Service Transfer Date.
25.25 If there is an Equal Pay Ruling relating to any Transferring Authority Employees the Authority shall indemnify Project Co and keep Project Co indemnified (for itself and for the benefit of each relevant Service Provider) against all loss, damages, injury, claims, costs, liabilities and expenses (including legal expenses) arising out of or in connection with the Equal Pay Ruling. Project Co will not be entitled to the benefit of this indemnity in respect of an Equal Pay Adjustment which is dealt with in Clause 25.26 below.
25.26 Following each Equal Pay Adjustment the Annual Service Payments shall be adjusted by operation of Clause 34.2.1(e) to reflect the additional cost to Project Co and/or the Service Provider of employment of the Transferring Authority Employee.
25.27 To avoid doubt, Clause 49.3 applies to the indemnities under Clauses 25.20, 25.21, 25.22 and 25.25.