Project Co Indemnities

30.33  Project Co shall indemnify and keep indemnified in full the Board and, at the Board's request, each and every service provider who has or shall provide any service equivalent to any of the Services against:

(a)  claims in respect of all emoluments and all other contractual or statutory payments unpaid by Project Co or a Service Provider to any person entitled to such payments from Project Co or a Service Provider who is or has been employed or engaged by Project Co or any Service Provider in connection with the provision of any of the Services which relate to any period of employment or engagement with Project Co 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

(b)  insofar as Clause 30.33(a) does not apply, all Direct Losses incurred by the Board as a result of any claim against the Board 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 30) by Project Co 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 Project Co 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 30.33 and (b) shall not apply:

(i)  in respect of any sum for which the Board is obliged to indemnify Project Co or a relevant Service Provider pursuant to Clause  30.20 or 30.21 or as a result of any adjustment to the [Interim Service Payments or] the Service Payments in accordance with Clause 30.12; or 

(ii)  to the extent that the claim arises from a wrongful act or omission of the Board.

30.34  Clause 8.3 of this Agreement shall apply where any claim is made in respect of the indemnities given by Project Co under Clause 30.33.