(a) (Management of Claims): Subject to clause 43.7(c) and clause 43.7(d), if a Claim is made by a third party against the State, any State Associate, or any Interface Party (other than any Direct Interface Party) (or in respect of the indemnity provided by Project Co under clause 43.5 only, any other Indemnified IP Person) in respect of which and to the extent for which Project Co is required to indemnify the State, the State Associates, the Interface Party (other than any Direct Interface Party) or other Indemnified IP Person (as applicable) under this Deed, the State must or must procure that the relevant State Associate, Interface Party or other Indemnified IP Person (as applicable), as soon as reasonably practicable:
(i) notifies Project Co of the alleged Claim;
(ii) subject to clause 43.7(c), gives Project Co the option to conduct the defence of the Claim; and
(iii) provides Project Co (at Project Co's expense) with reasonable assistance in negotiating, defending or otherwise taking action or proceedings in respect of that Claim, if Project Co chooses to do so.
(b) (Settling Claims): The State must not and must procure that any relevant State Associate, Interface Party (other than any Direct Interface Party) or other Indemnified IP Person (as applicable) does not settle a Claim:
(i) of the type referred to in clause 43.7(a) without Project Co's involvement in and agreement to (acting reasonably) any such settlement; and
(ii) managed by the State under clauses 43.7(c) or 43.7(d), without giving Project Co prior notice and consulting with Project Co in good faith before agreeing to any compromise or settlement of such a Claim.
(c) (Urgent proceedings): If:
(i) interlocutory proceedings are commenced against the State, any State Associate, any Interface Party (other than any Direct Interface Party) or any other Indemnified IP Person (as applicable) on an urgent basis; and
(ii) the State reasonably considers that there is insufficient time to notify Project Co and for Project Co to notify its requirements under clause 43.7(a)(ii) or to commence the defence of such proceedings on behalf of the State, State Associate, Interface Party (other than any Direct Interface Party) or other Indemnified IP Person (as applicable),
then:
(iii) unless the State and Project Co otherwise agree, the State, State Associate, Interface Party (other than any Direct Interface Party) or other Indemnified IP Person (as applicable) will initially defend such proceedings; and
(iv) as soon as reasonably practicable after commencement of the proceedings, the State must, or must procure that the State Associate, Interface Party (other than any Direct Interface Party) or other Indemnified IP Person (as applicable), gives Project Co the option to conduct the defence of such proceedings, and if Project Co chooses to do so, clause 43.7(a)(iii) will then apply.
(d) (Other matters): Clause 43.7(a) does not apply to any Claim which:
(i) the State considers should be conducted by the State, a State Associate, an Interface Party or other Indemnified IP Person (as applicable) for public policy reasons; or
(ii) would prevent the continued development or operation of the Project or continued conduct of the Project Activities,
and the State, to the extent reasonably practicable, consults and procures that any relevant State Associate, Interface Party or other Indemnified IP Person (as applicable) consults in good faith with Project Co with respect to such Claim.
(e) (Management of Claims by Project Co): In respect of a Claim managed by Project Co under clause 43.7(a), Project Co must:
(i) use reasonable endeavours to give the State prior notice before agreeing to any compromise or settlement of such a Claim; and
(ii) consult in good faith with the State prior to agreeing to any such compromise or settlement.