Termination Date will be borne by SEV; and will if necessary be apportioned on a time basis between SEV and DCL 11.4 DCL will indemnify and will keep SEV indemnified in full against all Liabilities arising directly or indirectly in connection with. 11.4.1 the employment or termination of employment by DCL of any of the Transferring Employees (whether or not terminated by notice and, if so terminated, whenever that notice expires) up to and including the Commencement Date; 11.4.2 any act, omission or default of DCL up to and including the Commencement Date in respect of the employment by DCL of the Transferring Employees; 11.4.3 DCL's failure to inform or consult as required under Regulation 10 and 10A of the Regulations except to the extent that any such action or claim (or any part of such action or claim) arises from any failure by SEV to give DCL the information required from SEV to enable DCL to comply with its obligations under Regulation 10(3) of the Regulations; 11.4.4 any claim by a Transferring Employee that such person is entitled for any reason to take benefits not relating to old age, invalidity or survivors pursuant to the terms of any pension scheme in which SEV is not then participating, or pursuant to the Transferring Employee's terms and conditions of employment prior to the Commencement Date; 11.4.5 any claim by any trade union, staff association or staff body recognised by DCL in respect of all or any of the Transferring Employees arising out of DCL's failure to comply with its legal obligations to such trade unions or staff associations or bodies; and 11.4.6 any claim by any former, existing or future employee of DCL (other than the Transferring Employees) against SEV concerning or relating to any matter whatever. 11.5 Subject to Clause