Indemnity in a contract

1. what is meant by Indemnity in a contract?

In common parlance indemnity is often used as a synonym for compensation or reparation.
As a legal concept, it has a more specific meaning. For instance, compensation connotes
merely a sum paid to make good the loss of another without regard to the payer's identity, or
their reasons for doing so. As the following paragraphs should explain, an indemnity is a sub-
species of compensation, in the same way that damages and reparations are.

An obligation to indemnity can also be distinguished from a guarantee granted by one party
in regard to the potential debts of another. For example A might agree to stand guarantor (or
surety) for her son C (an impecunious law student) so that if C cannot afford to pay his rent to
B (his canny landlord), A will be obliged to pay for him. Here, C is the one primarily
responsible for payment of the rent. A's liability is only ancillary. The liability of an
indemnifier, properly so-called, is primary. This distinction between indemnity and guarantee
was discussed as early as the eighteenth century in Birkmya v Darnell.[1] In that case,
concerned with a guarantee of payment for goods, rather than payment of rent, the presiding
judge explained that a guarantee effectively says "Let him have the goods; if he does not pay
you, I will." By contrast, an indemnity is like saying "Let him have the goods, I will be your
paymaster.[2]

It has been held in Gajanan Moreshwar Parelkar v. Moreshar Madan Mantri[3],

that the provisions of the Indian contract Act dealing with indemnity are not exhaustive on
the law of indemnity and hence the same equitable principles as courts in England do

2. Indemnity under Indian Contract Act 1872

As per section 124 of the Indian contract Act 1872- a contract by which one party promises to
save the other from loss caused to him by the conduct of the promisor himself, or by the
conduct of any other person, is called a " contract of indemnity".

3.Key Fundamentals
1. It is a promise to compensate for or security against damage, loss or injury.
2. In wider sense it includes all contracts of insurance, guarantee. It is not a collateral but an
independent contract.
3. It is a tool for allocating risks contingent liability.
4. Indemnity clauses, amongst other things, must be clear, specific, where possible stipulate
the circumstances under which the indemnity will arise, be considered in light of any
exclusion of liability clauses found elsewhere in the agreement and state what damages will
be payable in the event of the clause being successfully invoked

4.Enforcement
1. A contract of indemnity can be enforced according to its terms.
2. Claim of Indemnity holder can include: damages, legal costs of adjudication, amount paid
under the terms of compromise
3. The measure of damages is the extent to which the promisee has been indemnified.
4. Indemnifier should ideally be informed of the legal proceedings or should be joined as
third party
5. There is no onus to show breach or actual loss.

5. Comparison between the remedies on breach of contract of indemnity and remedies under
section 74 of the Indian contract Act
Damages on breach of contract under section 74 of Indian contract Act 1872 are as under-
(1) Compensatory Damages - money to reimburse for costs to compensate for your loss.

(2) Consequential and Incidental Damages - money for losses caused by the breach that were
foreseeable. Foreseeable damages means that each side reasonably knew that, at the time of
the contract, there would be potential losses if there was a breach.

(3) Attorney fees and Costs - only recoverable if expressly provided for in the contract.

(4) Liquidated Damages - these are damages specified in the contract that would be payable if
there is a fraud.

(5) Specific Performance - a court order requiring performance exactly as specified in the
contract. This remedy is rare, except in real estate transactions and other unique property, as
the courts do not want to get involved with monitoring performance.
(6) Punitive Damages - this is money given to punish a person who acted in an offensive and
egregious manner in an effort to deter the person and others from repeated occurrences of the
wrongdoing. You generally cannot collect punitive damages in contract cases.

(7) Rescission - the contract is canceled and both sides are excused from further performance
and any money advanced is returned.

(8) Reformation - the terms of the contract are changed to reflect what the parties actually
intended.

Damages on breach of contract of indemnity under section 125 of Indian contract Act 1872 is
as under-
The promisee in a contract of indemnity, acting within the scope of his authority, is entitled to
recover from the promisor
(1) all damages which he may be compelled to pay in any suit in respect of any matter to
which the promise to indemnify applies ;

(2) all costs which he may be compelled to pay in any such suit if, in bringing or defending it,
he did not contravene the orders of the promisor, and acted as it would have been prudent for
him to act in the absence of any contract of indemnity, or if the promisor authorised him to
bring or defend the suit;

(3) all sums which he may have paid under the terms of any compromise of any such suit, if
the compromise was not contrary to the orders of the promisor, and was one which it would
have been prudent for the promisee to make in the absence of any contract of indemnity, or if
the promisor authorized him to compromise the suit.

6. Can a party invoke indemnity on demand?

In Mary Coleiro v The State of NSW and Others case,
Mary Coleiro sued The State of NSW in District Court proceedings for injuries she alleged to
have sustained as a result of an incident which occurred on 5 September 2000.

Ms Coleiro was a cleaner employed by Hydaree Pty Limited, a wholly owned subsidiary of
Tempo Services Limited (TSL). TSL entered into a contract for the provision of cleaning
services of public schools with the State Contracts Control Board (on behalf of the State of
NSW Department of Education). Whilst on the school premises, the plaintiff alleged to have
tripped and fallen on a raised section of concrete. She was not performing cleaning duties at
the time, but was on her way to do so.

The State of NSW (The State) filed a cross-claim against TSL, alleging that it was obliged
to indemnify it under the terms of a service contract.

Service providers can take some comfort from the case of Coleiro which supports the view
that a temporal connection between the performance of the service and the loss sustained is
insufficient to invoke an indemnity clause.

In Tanksley v. Gulf Oil Corp[4].this court held that an oil company cannot invoke an
indemnification agreement with a contractor after settling an injured worker's claims because,
by settling, the oil company foreclosed its opportunity to have a court determine that it was
free from fault[5].

From the above case decisions it can be inferred that indemnity can be invoked on demand
Indemnity may be invoked where the claimant has a pre-existing condition that caused a
loss of use of a member of the body and there is proof that the loss of use is sufficiently
pronounced that an ordinary person could discover it[6]

In accordance with developed practice it is proposed that any indemnity is limited to

exclude losses caused by the accountable bodys negligence and that the indemnity can only
be invoked once the accountable body has made reasonable endeavors to recover any
reclaimed grant from the relevant project manager, which may include taking legal action.

Included procedures, terms and conditions in the contract to be followed for invoking the
indemnity by the customer.

A letter of indemnity, on the other hand, permits a misrepresentation and, in consequence, it

should not be invoked against consignees or third parties and, if used against them, it should
have no effect. The misrepresentation must, of course, be directly related to the loss or
damage complained of.
 A letter of indemnity is a corollary to a fraud on a third party and cannot be invoked against
a third party in good faith who, on the contrary, may use the letter as evidence of the bad
order and condition of the goods.

7. Conclusion
Indemnity is a legal exemption from the penalties or liabilities incurred by any course of
action. An insurance payout is often called an in indemnity, or it can be insurance to avoid
any expenses in case of a lawsuit. Indemnification is a promise, usually as contract provision,
protecting one party from financial loss. This is something stated as a requirement that one
party hold harmless the other.(Hold harmless does not imply indemnification.

The first says I wont make any claims against you and the second says I will pay the claims
against and/or your costs, etc.) Indemnification is a type of insurance which protects the one
party from the expenses of other. Indemnification clause cannot usually be enforced for
intentional tortious conduct of the protected party.

Corporate officers, board members and public officials often require an indemnity clause in
their contracts before they perform any work. In addition indemnification provisions are
common in intellectual properties. Licenses in which the licensor does not want to be liable
for misdeeds of the licensee. A typical license would protect the licensor against product
liability and patent infringement.
--------------------------------------------------------------------------------

[1] (1704) 1 Salk 27.

[2] also: ''Mountstephan v Lakeman (1871) LR 7 QB 196.
[3] 5 Tropical Insurance Co v. Zenith Life Insurance Co, AIR 1941 Lah 68.
[4] 848 F.2d 515 (1988)
[5] The two intermediate Louisiana appellate courts that have considered the issue have both
rejected the conclusion in Tanksley that an indemnities settlement of a case precludes a
subsequent determination of fault.
[6] SPECIAL INDEMNITY FUND v. RICHARD S. ESTILL and THE WORKERS'
COMPENSATION COURT
Indemnity[i]
Section 124 of the Indian Contract Act 1872, defines Indemnity. According
to Halsbury, as indemnity is a contract, express or implied to keep a
person, who has entered into or who is about to enter into, a contract or
incur any other liability, indemnified against loss, independently of the
question whether a third person makes a default[ii]. Chitty says the term,
indemnity, is used in the law in several different times and cases. In its
widest sense, it means recompense for any loss or liability which one
person has incurred, whether the duty to indemnify comes from an
agreement or not. Section 126 of the Indian Contract Act 1872, talks about
the rights conferred on the indemnity holder and the essential conditions for
him to claim these rights. It was held in Adamson vs. Jarvis, that Adamson
has to indemnify Jarvis as Jarvis was asked to follow the orders of
Adamson, and if anything went amiss Jarvis would be indemnified. The
indemnity holder can call upon the indemnifier to save him from loss even
before the actual loss is incurred.

Rights of Indemnified or Indemnity Holder:

All damages for which he may be forced to pay in any suit subjected
to any matter to which the promise to indemnify is applicable;

All costs which he may be forced to pay in any such suit if, in carrying
or protecting it, he didnt negate the commands of the promisor, and
went about as it might have been judicious for him to act without any
agreement of reimbursement, or if the promisor commissioned him to
carry or defend a suit;

Every sum which he may have paid under the terms of any bargain of
any such suit, if the bargain was not in spite of the requests of the
promisor, and was one which it might have been reasonable for the
promisee to make without any agreement of indemnity, or if the
promisor sanctioned him to bargain the suit.

Rights of Indemnifier:
 After compensation of the indemnity holder, indemnifier reserves the
right to all the ways and means by which the indemnifier could have
safeguarded himself from the loss.

Differences between guarantee and indemnity[v]

A contract of guarantee always has three parties; they are, the creditor, the
principal debtor and the surety; whereas a contract of indemnity has two
parties, the indemnifier and the indemnity holder. In a contract of indemnity,
the indemnifier assumes primary liability, whereas in a contract of
guarantee, the debtor is primarily liable and the surety assumes secondary
liability. In indemnity, the contingency present is that of the possibility or risk
of suffering loss to which the indemnifier agrees to indemnify; while in
guarantee, there is an existing debt or duty whose performance is
guaranteed by the surety. In case of indemnity contract, indemnifiers
interest lies in earning a commission and a premium whereas in a contract
of guarantee, the only interest is guarantee itself. In a contract of indemnity,
the indemnifier cannot sue a third party. Surety is entitled to file a suit
against the principal debtor in his own name if only he has paid the debt. In
a contract of indemnity, there is a single promise or contract; a promise to
pay if there is a loss. In a contract of guarantee, by contrast, there are
multiple promises, including the original promise to pay or perform and the
guarantors promise to pay or perform in the event of default.

In a case study between, Punjab National Bank Ltd. v. Bikram Cotton Mills
and Anr[vi] and Gajan Moreshwar vs. Moreshwar Madan, the difference
between guarantee and indemnity is clearly visible. There are three parties
here, in the Punjab National Bank case where as only two parties in Gajan
Moreshwar. Here Moreshwar Madan was the indemnifier and hence he was
the only one liable to make good of the money, whereas in the Punjab
National Bank case, the debtor, which is the first respondent company, is
the primary liability holder and the secondary liability belongs to the surety
which is the respondent. The Privy Council in Gajan Moreshwar case held
that the indemnity holder has rights other than those mentioned in the
sections mentioned. If the indemnity holder has incurred any liability, he can
ask the indemnifier to do well of the liability and Moreshwar Madan was
directed by the Privy Council to do well of the indemnity holder, Gajan
Moreshwars, liability. In Punjab National Bank case, there was no risk
involved, but there is an existing duty to pay off debts as mentioned in the
sections governing guarantee. Hence irrespective of the presence of risk,
the principal debtor and surety has to do well of the debts of the creditor. In
Gajan Moreshwar case, Gajan Moreshwar cant sue K.D. Mohan, as it is a
contract of indemnity. He can only sue Moreshwar Madan. But in Punjab
National Bank case, along with the principal debtor, the surety can also be
sued.

Similarities[vii]

Guarantees and indemnities have numerous similar attributes. By and large

likewise, similar obligations and rights

emerge between the parties. This will have impact particularly throughout
the time of looking to authorize the agreement. Contracts of indemnity and
contracts of guarantee impart certain central commonality. In every
contract, one party consents to pay in the interest of another. Also each of
these categories of contracts is utilized as a safeguard against misfortunes
by people and organizations. One more point of similarity worth mentioning
is that they cannot be used to make unjust enrichments. In a comparative
study between Punjab National Bank Ltd. v. Bikram Cotton Mills
and Anr and Gajan Moreshwar vs. Moreshwar Madan, it can be seen, that
both guarantee and indemnity are used to compensate the creditor and
indemnity holder respectively and the principal debtor and surety in the
Punjab National Bank case s well as the indemnifier had consented to pay
to make good of the debt.

Conclusion[viii]
An indemnity, by contrast, accommodates simultaneous obligation with the
principal although and there is no compelling reason to look first at the
principal. Generally it is an agreement that the surety will hold the lender
innocuous against all misfortunes emerging from the agreement between
the principal and the lender. Generally, a guarantee accommodates an
obligation far-reaching with that of the principal. At the end of the day, the
guarantor cant be at risk for much more than the client. The document will
be understood as a guarantee if, on its actual development, the
commitments of the surety are to remained behind the principal and just
go to the fore once a commitment has been broken as between the
principal and the lender. The commitment is an auxiliary one, reflexive in
character. An indemnity emerges on event of an occasion, whereas a
guarantee emerges on default by a third party. Hence we have explained
what indemnity and guarantee means and on what grounds they differ on
like the number of parties involved and the nature of risks involved and we
have also worked upon the small but significant differences both in working
and in principal between guarantee and indemnity. Therefore, though
guarantee and indemnity have a few similarities, they are inherently
different in nature.

] Contract of Indemnity available

at http://www.lawnotes.in/Contracts_of_Indemnity#ixzz2sqefMeVf (Last
Visited on February 21, 2014)

[ii] Adamson v. Jarvis, (1827) bing 66: 5 LJ OS 68: The plaintiff, an

auctioneer, sold certain cattle on the instruction of the defendant. It
subsequently learned out that the livestock did not belong to the defendant,
but to another person, who made the auctioneer liable and the auctioneer
in his turn sued the defendant for indemnity for the loss he had thus
suffered by acting on the defendants directions.
[iii] Contract of Guarantee available
at http://www.lawnotes.in/Contract_of_Guarantee#ixzz2uGPMTPeF (Last
Visited on February 22,2014)

[iv] Janaki Paul v. Dhokar Mall Kidarbux, (1935) 156 IC 200

[v] Difference between Indemnity and Guarantee available

at http://www.ehow.com/info_8094382_differences-contract-indemnity-
contract-guarantee.html#ixzz2swbr3ui2 (Last Visited on February 12, 2014)
[vi] The Differences between Contract of Indemnity & Contract of
Guarantee available at http://www.ehow.com/info_8094382_differences-
contract-indemnity-contract-guarantee.html#ixzz2swdShgGT (last visited on
February 24, 2014)

[vii] GUARANTEE AND INDEMNITY AS SUBJECTS OF SECURITY, Ale-

Daniel Olaoluwa, Jonathan Julius Iyieke, Udeogu Chijioke
[viii] Difference between Indemnity and Guarantee available
at http://judicially-yours.blogspot.in/2010/02/difference-between-indemnity-
and.html (Last visited on February 21, 2014)
INDEMNITY UNDER
INDIAN CONTRACT ACT,
1872 (PART I)
We have read about the law of contract in the Indian
Contract Act, 1872 from Sections 1 to 75. Now we will deal
with specific contracts namely, indemnity, guarantee,
bailment and agency. These contracts are contained within
the Indian Contract Act, 1872 as well as other acts like
Indian Partnership Act, 1932 and the Sale of Goods Act,
1930.

MEANING AND DEFINITION OF INDEMNITY

As a lawyer, you will come across one particular clause in

many sale deeds where the seller is held liable to the loss
to the buyer by a third party under certain circumstances.
Such a clause is a term of implied indemnity. Certain
transactions or actions almost always include an indemnity
agreement.
An example of an indemnity clause would read as follows:
The subcontractor agrees to indemnify and hold harmless
the contractor against loss or threatened loss or expense
by reason of the liability or potential liability of the
contractor for or arising out of any claims for damages.

The term indemnity literally means security against loss.

Indemnification refers to the act of being held not liable or
being protected from costs by shifting them to another
party. If a person is promised by another that he will be
protected or compensated in case of loss or damage, he is
said to be indemnified.

A contract of indemnity is an express promise to

compensate for defined loss or damage used to ensure that
a contracting party has an express remedy to correct
defects in goods or services delivered under the contract.

Section 124 of the Indian Contract Act, 1872[1] defines a

contract of indemnity as the contract wherein one party
promises to save the other from loss caused to him by the
conduct of the promisor himself or by the conduct of any
other person. The person who promises to protect or
compensate is called the indemnifier. The person to whom
the promise of indemnity is given is called the indemnity
holder.

Illustration: A contracts to indemnify B against the

consequences of any proceedings which C may take
against B in respect of a certain sum of ` 200. A is the
indemnifier and B is the indemnity holder. When A pays B to
cover damages that B had to pay C, and then A has
indemnified B.

Illustration: A may agree to indemnify B for any loss or

damage that may occur is if a tree on Bs neighboring
property blows over. If the tree then blows over and
damages Bs fence, A will be liable for the cost of fixing the
fence.

Illustration: A asks B to enter into a transaction with C

and promises to indemnify B. B transact with A and ends up
incurring losses of ` 1000. Now A has to take care of the
losses.

Indemnity clauses are very common in agreements

between tenants and landlords. Tenants agree to indemnify
the landlord from costs or damages associated with being
harmed on the property while the landlord takes the
responsibility to anything that could be potentially
dangerous. Thus, a landlord stands indemnified from
damages if a tenant tripped and fell down the stairs. But if
the stairs were in disrepair, and the landlord had been told
to get the same fixed time and again, a mere indemnity
clause will not prevent the tenant from suing for damages if
such disrepair caused the accident.

The objective of an indemnity clause is to get some work

done; indemnity is a mere motivational tool. For example,
an agent works for his principal and in case of any loss
accruing to the principal, the agent will not be liable.

The definition of contract of indemnity is not exhaustive.

The section sets out a case of an express contract of
indemnity but there are implied contracts too. After
all, Section 9 of the Indian Contract Act, 1872 [2]talks about
implied promises. More obviously, the ICA 1872 deals with
cases of implied indemnity under Sections 69, 145 and 222.
But implied indemnity was recognised for sure by the Privy
Council in the case of SECRETARY OF STATE vs. THE
BANK OF INDIA LD AIR [1938] PC 191.Sections
10 and 13 of the Indian Partnership Act, 1932 also deal with
principles of indemnity.
SECRETARY OF STATE vs. THE BANK OF INDIA LD AIR [1938] PC 191.

FACTS: A Broker endorsed a government promissory note in his possession to a bank with false
endorsement. The bank applied in good faith for a renewed promissory note. The bank was given the
renewed promissory note from the Public Debt Office. In the meantime, the true owner sued the
Secretary of State for conversion. The Secretary of State, in turn, sued the bank on basis of implied
indemnity.

HELD: Express indemnity clause is not necessary in face of implied right to indemnity already
existing under the Indian laws.

It is a principle of law that when an act if done a person at the behest of another and the act is not itself
manifestly tortuous to the knowledge of the person doing the act, the person doing the act has a right
to indemnity from the man who requested such an act be done when the act in question turns out to be
injurious to the rights of a third party.

A Contract of Indemnity is needed because a party may not

be able to control all aspects of the performance of a
promise. He can be sued for the actions of another where
the conditions of performance were out of his control or
supervision. A party can protect himself by providing that
the culpable party will bear the costs and expense for
damages, including the costs of a verdict, settlement, or
defense of the suit in case of loss or damage. A Contract of
Indemnity is merely a way to shift risk to another by
agreement.
Clauses of indemnity should be studied carefully before
being inserted in a contract. They substantially increase
exposure in the extent of an unexpected event or breach of
the contract.

[1] This notes are part of A Simple Introduction to

Contracts II by Bronze Series. Note that all Sections
referred to in Part A of A Simple Introduction to Contracts II
are from Indian Contract Act, 1972 unless otherwise
mentioned. Sections 124 to 238 are a part of the Indian
Contract act, 1872 but deal with specific contracts like
indemnity, guarantee, bailment, pledge and agency. Part B
of this help book deals with two separate Acts i.e., The
Indian Partnership Act, 1932 and the Sale of Goods Act,
1906.

[2] Indian Contract Act, 1872 is also referred to as the ICA,

1872 within the help book from where the notes have been
taken.

Define a contract of Indemnity. What are the

essential elements of a contract of Indemnity? What
are the rights of Indemnity holder?

In the old English law, Indemnity was defined as a promise to save a person harmless from the
consequences of an act. Such a promise can be express or implied from the curcumstances of the
case. This view was illustrated in the case of Adamson vs Jarvis 1872. In this case, the plaintiff, an
auctioneer, sold certain goods upon the instructions of a person. It turned out that the goods did not
belong to the person and the true owner held the autioneer liable for the goods. The auctioneer, in
turn, sued the defendant for indemnity for the loss suffered by him by acting on his instructions. It was
held that since the auctioneer acted on the instructions of the defendant, he was entitled to assume
that if, what he did was wrongful, he would be idemnified by the defendant.

This gave a very broad scope to the meaning of Indemnity and it included promise of indemnity due to
loss caused by any cause whatsoever. Thus, any type of insurance except life insurance was a
contract of Indemnity. However, Indian contract Act 1872 makes the scope narrower by defining the
contract of indemnity as follows:

Section 124 - A contract by which one party promises to save the other from loss caused to him by
the conduct of the promisor himself or by the conduct of any other person is a "contract of Indemnity".

Illustration - A contracts to indemnify B against the consequences of any proceedings which C may
take against B in respect of a certain sum of Rs 200. This is a contract of indemnity.

This definition provides the following essential elements -

1. There must be a loss.

2. The loss must be caused either by the promisor or by any other person.

3. Indemnifier is liable only for the loss.

Thus, it is clear that this contract is contingent in nature and is enforceable only when the loss occurs.

Rights of the indemnity holder

Section 125, defines the rights of an indemnity holder. These are as follows -

The promisee in a contract of indemnity, acting within the scope of his authority, is entitled to recover
from the promisor -
i. Right of recovering Damages - all damages that he is compelled to pay in a suit in respect of
any matter to which the promise of indemnity applies.

ii. Right of recovering Costs -all costs that he is compelled to pay in any such suit if, in bringing or
defending it, he did not contravene the orders of the promisor and has acted as it would have
been prudent for him to act in the absence of the contract of indemnity, or if the promisor authorized
him in bringing or defending the suit.

iii. Right of recovering Sums -all sums which he may have paid under the terms of a compromize
in any such suite, if the compromize was not contrary to the orders of the promisor and was one which
would have been prudent for the promisee to make in the absence of the contract of indemnity, or if
the promisor authorized him to compromize the suit.

As per this section, the rights of the indemnity holder are not absolute or unfettered. He must act
within the authority given to him by the promisor and must not contravene the orders of the promisor.
Further, he must act with normal intelligence, caution, and care with which he would act if there were
no contract of indemnity.

At the same time, if he has followed all the conditions of the contract, he is entitled to the benefits.
This was held in the case of United Commercial Bank vs Bank of India AIR 1981. In this case,
Supreme Court held that the courts should not grant injunctions restraining the performance of
contractual obligations arising out of a letter of credit or bank guarantee if the terms of the conditions
have been fulfilled. It held that such LoCs or bank guarantees impose on the banker an absolute
obligation to pay.

In the case of Mohit Kumar Saha vs New India Assurance Co AIR 1997, Calcutta HC held that the
indemnifier must pay the full amount of the value of the vehicle lost to theft as given by the surveyor.
Any settlement at lesser value is arbitrary and unfair and violates art 14 of the constitution.

Commencement of liability
In general, as per the definition given in section 124, it looks like an idemnity holder cannot hold the
indemnifier liable untill he has suffered an actual loss. This is a great disadvantage to the indemnity
holder in cases where the loss is imminent and he is not in the position to bear the loss. In the case
of Gajanan Moreshwar vs Moreshwar Madan, AIR 1942, Bombay high court observed that the
contract of indemnity held very little value if the indemnity holder could not enforce his indemnity untill
he actually paid the loss. If a suit was filed against him, he had to wait till the judgement and pay the
damages upfront before suing the indemnifier. He may not be able to pay the judement and could not
sue the indemnifier. Thus, it was held that if his liability has become absolute, he was entitled to get
the indemnifier to pay the amount.