Common use of Acquisition indemnity Clause in Contracts

Acquisition indemnity. (a) The Obligors’ Agent shall (or shall procure that another Group Company will) within ten (10) Business Days of demand indemnify and hold harmless the Interim Finance Parties and any of their respective Affiliates and any of their directors, officers, agents, advisers and employees (as applicable) (each, an Indemnified Person) against any cost, expense, loss, liability (including, except as specified below, reasonably incurred legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdiction) incurred by or awarded against such Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding (including any action, claim, investigation or proceeding to preserve or enforce rights) (collectively, each, a Proceeding), commenced or threatened, relating to this Agreement, the Interim Facility or the Acquisition or the use or proposed use of proceeds of the Interim Facility (except to the extent such cost, expense, loss or liability resulted from (x) the wilful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or related parties (as determined in a final non-appealable judgment in a court of competent jurisdiction), (y) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by the Borrower or any of its subsidiaries. (b) If any event occurs in respect of which indemnification will be sought from the Borrower under paragraph (a) above, the relevant Indemnified Person shall use reasonable endeavours to notify the Obligors’ Agent in writing (where legally permissible and practicable to do so) after the relevant Indemnified Person becomes aware of such event, consult with the Obligors’ Agent fully and promptly (where legally permissible and practicable to do so) with respect to the conduct of the relevant claim, action or proceeding, conduct such claim, action or proceeding properly and diligently and shall consult with the Obligors’ Agent prior to settling any claim, action or proceeding, provided that failure to notify and/or consult with the Obligors’ Agent or the failure to obtain the written consent of the Obligor’s Agent shall not relieve the Borrower from any liability under this Clause 13.5 except to the extent that the Borrower would have been prejudiced through loss, forfeiture or impairment of the applicable Indemnified Person’s rights or defence by such failure. (c) The Indemnified Person shall also be entitled to appoint one primary counsel for all Indemnified Persons (taken as a whole) in each applicable jurisdiction (and, solely in the case of a conflict of interest, one additional counsel as necessary to the affected Indemnified Persons taken as a whole) in respect of any such claim, action or proceeding. (d) Neither (x) any Indemnified Person, nor (y) any Group Company or any member of the Target Group (or any of their respective Affiliates or shareholders), shall be liable for any indirect, special, punitive or consequential losses or damages in connection with its activities related to the Interim Facility or the Interim Finance Documents.

Acquisition indemnity. (a) The Obligors’ Agent Company shall within five Business Days following demand indemnify each Finance Party (and each of its Affiliates, and each of its (or shall procure that another Group Company willits Affiliates') within ten (10) Business Days of demand indemnify officers and hold harmless the Interim Finance Parties and any of their respective Affiliates and any of their directors, officers, agents, advisers and employees (as applicableemployees) (each, each an "Indemnified Person") (without double counting) against any cost, expense, loss, loss or liability (including, except as specified below, reasonably incurred including without limitation legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdictionfees) incurred by or awarded against such that Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding (including any action, claim, investigation or proceeding to preserve or enforce rights) (collectively, each, a Proceeding), commenced or threatened, relating to this Agreement, the Interim Facility or the Acquisition or threatened in relation to: (i) the use or proposed use of the proceeds of the Interim Facility Facility; and/or (except to ii) the extent such Acquisition. (b) The Company will not be liable under paragraph (a) above for any cost, expense, loss or liability resulted from (xincluding without limitation legal fees) the wilful misconduct, bad faith incurred by or gross negligence of such awarded against an Indemnified Person if that cost, expense, loss or liability results from any breach by that Indemnified Person of its affiliates any Finance Document or related parties (as determined in a final non-appealable judgment in a court of competent jurisdiction)which results from the gross negligence, (y) any material breach of the obligations contract or wilful misconduct of such that Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by the Borrower or any of its subsidiariesPerson. (bc) If any event occurs in respect of which indemnification will may be sought from the Borrower under paragraph (a) aboveCompany, the relevant Indemnified Person shall use reasonable endeavours to notify only be indemnified if it notifies the Obligors’ Agent Company in writing (where legally permissible to the extent permitted by law and practicable without being under any obligation to do sodisclose any information which it is not lawfully permitted to disclose) within a reasonable time after the relevant Indemnified Person becomes aware of such event, consult consults with the Obligors’ Agent Company fully and promptly (where legally permissible and practicable to do so) with respect to the conduct of the relevant claim, action or proceeding, conduct proceeding and conducts such claim, claim action or proceeding properly and diligently and shall consult with the Obligors’ Agent prior to settling any claim, action or proceeding, provided that failure to notify and/or consult with the Obligors’ Agent or the failure to obtain the written consent of the Obligor’s Agent shall not relieve the Borrower from any liability under this Clause 13.5 except to the extent that the Borrower would have been prejudiced through loss, forfeiture or impairment of the applicable Indemnified Person’s rights or defence by such failure. (c) The Indemnified Person shall also be entitled to appoint one primary counsel for all Indemnified Persons (taken as a whole) in each applicable jurisdiction (and, solely in the case of a conflict of interest, one additional counsel as necessary to the affected Indemnified Persons taken as a whole) in respect of any such claim, action or proceedingdiligently. (d) Neither (x) No Finance Party shall have any duty or obligation, whether as fiduciary for any Indemnified PersonPerson or otherwise, nor to recover any payment made or required to be made under paragraphs (ya) to (c) above. (e) The Company agrees that no Indemnified Person shall have any Group liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any member of the Target Group (its Affiliates for or any of their respective Affiliates or shareholders), shall be liable for any indirect, special, punitive or consequential losses or damages in connection with its activities related anything referred to in paragraphs (a) to (c) above except for any cost, expense, loss or liability incurred by the Interim Facility Company that results from any breach by that Indemnified Person of any Finance Document or which results from the Interim Finance Documentsgross negligence, material breach of contract or wilful misconduct of that Indemnified Person. (f) Any Indemnified Person that is not a Party to this Agreement may rely on this Clause 14.4 subject to Clause 1.4 (Third party rights) and the provisions of the Contracts (Rights of Third Parties) Act 1999 and Clauses 40 (Governing Law) and 41 (Enforcement).

Acquisition indemnity. (ai) The Obligors’ Agent Parent shall (or shall procure that another Group Company will) within ten (10) Business three Banking Days of demand indemnify and hold harmless the Interim Finance Parties and any of their respective Affiliates and any of their directors, officers, agents, advisers and employees (as applicable) (each, an each Indemnified Person) Person against any cost, expense, loss, loss or liability (including, except as specified below, reasonably incurred including without limitation legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdictionfees) (together “Losses”) incurred by or awarded against such that Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding commenced or threatened (including including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) in relation to: (collectively, each, a Proceeding), commenced or threatened, relating to this Agreement, the Interim Facility or the Acquisition or A) the use or proposed use of the proceeds of the Interim Facility Facilities; (except B) any Finance Document; and/or (C) the arranging or underwriting of the Facilities. (ii) The Parent will not be liable under paragraph (i) above for any Losses to the extent such cost, expense, loss that Losses result directly from any breach by that Indemnified Person of any Finance Document which is in each case finally judicially determined to have resulted directly from the gross negligence or liability resulted from wilful misconduct of that Indemnified Person and provided that: (xA) the wilful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or related parties (as determined in a final non-appealable judgment in a court of competent jurisdiction), (y) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by the Borrower or any of its subsidiaries. (b) If any event occurs in respect of which indemnification will be sought from the Borrower under paragraph (a) above, the relevant Indemnified Person shall use reasonable endeavours as soon as reasonably practicable inform the Parent of any circumstances of which it is aware and which would be reasonably likely to notify give rise to any such investigation, litigation or proceeding (whether or not an investigation, litigation or proceeding has occurred or been threatened); (B) the Obligors’ Agent in writing (where legally permissible and practicable to do so) after the relevant Indemnified Person becomes aware of such eventwill, where reasonable and practicable, give the Parent an opportunity to consult with the Obligors’ Agent fully and promptly (where legally permissible and practicable to do so) it with respect to the conduct or settlement of the relevant claimany such investigation, action litigation or proceeding; (C) an Indemnified Person will provide the Parent on request (and, conduct such claim, action to the extent practicable without any waiver of legal professional privilege or proceeding properly breach of confidentiality obligation) with copies of material correspondence in relation to the Losses and diligently and shall consult with allow the Obligors’ Agent prior to settling any claim, action or proceeding, provided that failure attend all material meetings in relation to notify and/or consult the Losses and receive copies of material legal advice obtained by the Indemnified Person in relation to the Losses; (D) the Parent will keep strictly confidential all information received by it in connection with the Obligors’ Agent or Losses and will not disclose any information to any third party (other than to its legal counsel) without the failure to obtain the prior written consent of the Obligor’s Agent shall not relieve the Borrower from any liability under this Clause 13.5 except to the extent that the Borrower would have been prejudiced through loss, forfeiture or impairment of the applicable Indemnified Person’s rights or defence by such failure; and (E) no Indemnified Person shall be required to comply with the above unless the Indemnified Person is and continues to be indemnified on a current basis for its costs and expenses. (ciii) The Indemnified Person shall also be entitled to appoint one primary counsel for all Indemnified Persons For the purposes of this Clause 16.4 (taken as a whole) in each applicable jurisdiction (and, solely in the case of a conflict of interest, one additional counsel as necessary to the affected Indemnified Persons taken as a whole) in respect of any such claim, action or proceeding. (d) Neither (x) any Indemnified Person, nor (y) any Group Company or any member of the Target Group (or any of their respective Affiliates or shareholders), shall be liable for any indirect, special, punitive or consequential losses or damages in connection with its activities related to the Interim Facility or the Interim Finance Documents.Acquisition Indemnity):

Acquisition indemnity. (a) The Obligors’ Agent Company shall within a reasonable period following demand indemnify each Finance Party (and each of its Affiliates, and each of its (or shall procure that another Group Company willits Affiliates’) within ten (10) Business Days of demand indemnify and hold harmless the Interim Finance Parties and any of their respective Affiliates and any of their directors, officers, employees and agents, advisers and employees (as applicable) (each, each an Indemnified Person) against any cost, expense, loss, loss or liability (including, except as specified below, reasonably incurred including without limitation legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdictionfees) incurred by or awarded against such that Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding commenced or threatened (including including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rightsrights but excluding any action, claim, investigation or proceeding commenced by another Indemnified Person) in relation to: (collectively, each, a Proceeding), commenced i) the actual or threatened, relating to this Agreement, the Interim Facility or the Acquisition or the use or proposed contemplated use of the proceeds of the Interim Facility Facilities; (except to ii) the extent such Acquisition; and/or (iii) any Finance Document. (b) The Company will not be liable under paragraph (a) above for any cost, expense, loss or liability resulted from (xincluding without limitation legal fees) the wilful misconduct, bad faith incurred by or gross negligence of such awarded against an Indemnified Person if that cost, expense, loss or liability results directly or indirectly from any breach by that Indemnified Person of its affiliates any Finance Document or related parties (as determined in a final non-appealable judgment in a court of competent jurisdiction)which results directly or indirectly from the negligence, (y) any material breach of the obligations contract or wilful misconduct of such that Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by the Borrower or any of its subsidiariesPerson. (bc) If any event occurs in respect of which indemnification will may be sought from the Borrower under paragraph (a) aboveCompany, the relevant Indemnified Person shall use reasonable endeavours to notify only be indemnified if it notifies the Obligors’ Agent Company in writing (where legally permissible and practicable to do so) within a reasonable time after the relevant Indemnified Person becomes aware of such event, consult consults with the Obligors’ Agent Company fully and promptly (where legally permissible and practicable to do so) with respect to the conduct of the relevant claim, action or proceeding, conduct conducts such claim action or proceeding properly and diligently (to the extent permitted by law and without being under any obligation to disclose any information which it is not lawfully permitted to disclose) and, in relation to any monetary or other claim in respect of which the Company will have an obligation to indemnify the relevant Indemnified Person, does not settle any such claim, action or proceeding properly and diligently and shall consult with without the Obligors’ Agent Company’s prior to settling any claim, action or proceeding, provided that failure to notify and/or consult with the Obligors’ Agent or the failure to obtain the written consent (such consent not to be unreasonably withheld or delayed (and deemed to be granted if not withheld in writing within five Business Days of the Obligor’s Agent shall not relieve the Borrower from any liability under this Clause 13.5 except to the extent that the Borrower would have been prejudiced through loss, forfeiture or impairment of the applicable Indemnified Person’s rights or defence by such failure. (c) The Indemnified Person shall also be entitled to appoint one primary counsel for all Indemnified Persons (taken as a whole) in each applicable jurisdiction (and, solely in the case of a conflict of interest, one additional counsel as necessary to the affected Indemnified Persons taken as a whole) in respect of any such claim, action or proceedingdemand)). (d) Neither Without prejudice to paragraph (xc) any Indemnified Personabove, nor (y) any Group the Company or any member shall be entitled, with the consent of the Target Group relevant Indemnified Party (not to be unreasonably withheld or any of their respective Affiliates or shareholdersdelayed), shall to assume the conduct of any action, claim, investigation or proceeding in respect of which indemnification may be liable for any indirect, special, punitive or consequential losses or damages in connection with its activities related sought from the Company. (e) Any Indemnified Person that is not a Party to this Agreement may rely on this Clause 19.3 subject to Clause 1.6 (Third party rights) and the Interim Facility or provisions of the Interim Finance DocumentsContracts (Rights of Third Parties) Xxx 0000.

Acquisition indemnity. (a) The Obligors’ Agent shall (or shall procure that another Group Company will) within ten (10) Business Days of demand NGG will indemnify each Finance Party and hold harmless the Interim Finance Parties and any each of their respective Affiliates and any of their directors, officers, agents, advisers agents and employees (as applicable) (each, an Indemnified Person"INDEMNIFIED PERSON") against any costall losses, expenseclaims, lossdamages, liability (includingliabilities, except as specified below, reasonably incurred legal fees charges and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdiction) incurred by or awarded against related expenses which such Indemnified Person in each case arising out may incur or may be or may become subject to as a result of or in any way related to the making available of credit facilities under this Agreement or making Advances hereunder in connection with any action, claim, investigation or proceeding (including any action, claim, investigation or proceeding to preserve or enforce rights) (collectively, each, a Proceeding), commenced or threatened, relating to this Agreement, the Interim Facility or implementation of the Acquisition or the use or proposed use of proceeds making of the Interim Facility related offer for the stock of Niagara Mohawk (except to the extent whether or not such cost, expense, loss or liability resulted from (xacquisition is completed) the wilful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or related parties (as determined in a final non-appealable judgment in a court of competent jurisdiction), (y) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by the Borrower or any of its subsidiaries. (b) If any event occurs in respect of which indemnification will be sought from the Borrower under paragraph (a) above, the relevant Indemnified Person shall use reasonable endeavours to notify the Obligors’ Agent in writing (where legally permissible and practicable to do so) after the relevant Indemnified Person becomes aware of such event, consult with the Obligors’ Agent fully and promptly (where legally permissible and practicable to do so) with respect to the conduct of the relevant claim, action or proceeding, conduct such claim, action or proceeding properly and diligently and shall consult with the Obligors’ Agent prior to settling any claim, action or proceeding, provided that failure to notify and/or consult with the Obligors’ Agent or the failure to obtain the written consent of the Obligor’s Agent shall not relieve the Borrower from any liability under this Clause 13.5 except to the extent that the Borrower would have been prejudiced through loss, forfeiture or impairment of same results from the applicable Indemnified Person’s rights 's negligence or defence by such failure. (c) The wilful default. If for any reason the foregoing indemnification provisions are unavailable to or insufficient to hold harmless an Indemnified Person shall also be entitled to appoint one primary counsel for all Indemnified Persons (taken as a whole) in each applicable jurisdiction (and, solely in the case of a conflict of interest, one additional counsel as necessary to the affected Indemnified Persons taken as a whole) in respect of any such claimlosses, action claims, damages, liabilities, charges or proceeding. related expenses (dor actions in respect thereof), then NGG shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages, liabilities, charges or related expenses (or actions in respect thereof) Neither (x) any in such proportion as is appropriate to reflect the relative fault of NGG and its Affiliates, on the one hand, and the Indemnified Person, nor (y) any Group Company or any member of on the Target Group (or any of their respective Affiliates or shareholders)other hand, shall be liable for any indirect, special, punitive or consequential losses or damages in connection with its activities related to the Interim Facility implementation of the Acquisition or the Interim Finance Documentsmaking of the related offer for the stock of Niagara Mohawk, as well as any other relevant equitable considerations. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages, liabilities, charges or related expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, no Indemnified Person shall be required to contribute any amount in excess of the fees, if any, received by such Indemnified Person under or pursuant to this Agreement.

Acquisition indemnity. (a) The Obligors’ Agent shall (or shall procure that another Group Company will) within ten (10) Business Days of demand indemnify and hold harmless the Interim In this Clause 14.4, "Indemnified Person" means each Finance Parties and Party, any of their respective Affiliates and any each of their (or their respective Affiliates') respective directors, officers, employees and agents. Any Indemnified Person may rely on this Clause 14.4 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act. The Borrower shall, advisers and employees (as applicable) (eachwithin three Business Days of demand, an indemnify each Indemnified Person) Person against any cost, expense, loss, loss or liability (including, except as specified below, reasonably incurred including without limitation legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdictionfees) incurred by or awarded against such that Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding commenced or threatened (including including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) (collectively, each, a Proceeding), commenced or threatened, relating in relation to this Agreement, the Interim Facility or the Acquisition or and/or the use or proposed use of the proceeds of the Interim Facility Facility. The Borrower will not be liable under paragraph (except b) above for any cost, expense, loss or liability (including without limitation legal fees) incurred by or awarded against an Indemnified Person if that cost, expense, loss or liability results directly from the gross negligence or wilful misconduct of that Indemnified Person. No Finance Party shall have any duty or obligation, whether as fiduciary for any Indemnified Person or otherwise, to recover any payment made or required to be made under this Clause 14.4. The Borrower agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the extent Borrower or any of its Affiliates for or in connection with anything referred to in this Clause 14.4 except for any such cost, expense, loss or liability incurred by the Borrower that results directly from any breach by that Indemnified Person of any Finance Document which is in each case finally judicially determined to have resulted directly from (x) the wilful misconduct, bad faith or gross negligence or wilful misconduct of such that Indemnified Person. Notwithstanding paragraph (e) above, no Indemnified Person shall be responsible or have any of its affiliates or related parties (as determined in a final non-appealable judgment in a court of competent jurisdiction), (y) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by liability to the Borrower or any of its subsidiaries. (b) If any event occurs in respect of which indemnification will be sought from the Borrower under paragraph (a) above, the relevant Indemnified Person shall use reasonable endeavours to notify the Obligors’ Agent in writing (where legally permissible and practicable to do so) after the relevant Indemnified Person becomes aware of such event, consult with the Obligors’ Agent fully and promptly (where legally permissible and practicable to do so) with respect to the conduct of the relevant claim, action or proceeding, conduct such claim, action or proceeding properly and diligently and shall consult with the Obligors’ Agent prior to settling any claim, action or proceeding, provided that failure to notify and/or consult with the Obligors’ Agent or the failure to obtain the written consent of the Obligor’s Agent shall not relieve the Borrower from any liability under this Clause 13.5 except to the extent that the Borrower would have been prejudiced through loss, forfeiture or impairment of the applicable Indemnified Person’s rights or defence by such failure. (c) The Indemnified Person shall also be entitled to appoint one primary counsel for all Indemnified Persons (taken as a whole) in each applicable jurisdiction (and, solely in the case of a conflict of interest, one additional counsel as necessary to the affected Indemnified Persons taken as a whole) in respect of any such claim, action or proceeding. (d) Neither (x) any Indemnified Person, nor (y) any Group Company or any member of the Target Group (or any of their respective Affiliates or shareholders), shall be liable anyone else for any indirect, special, punitive or consequential losses or damages in connection with its activities related to the Interim Facility or the Interim Finance Documentsdamages.

Acquisition indemnity. (a) The Obligors’ Agent Subject to the following paragraphs of this clause 15.4, the Borrower shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (or shall procure that another Group Company will) within ten (10) Business Days of demand indemnify and hold harmless the Interim Finance Parties and any of their respective Affiliates and any of their directors, officers, agents, advisers and employees (as applicable) (each, each an Indemnified PersonParty) against any cost, expenseclaim, loss, expense (including legal fees) or liability together with VAT thereon (including, except as specified belowbut not limited to, reasonably any such costs, claims, losses, expenses or liabilities incurred legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdiction) incurred by or awarded against such Indemnified Person in each case arising out of or in connection with any actionlitigation, claim, investigation arbitration or proceeding (including any action, claim, investigation administrative proceedings or proceeding to preserve or enforce rights) (collectively, each, a Proceedingregulatory enquiry), commenced whether or threatenednot reasonably foreseeable, relating to this Agreementincurred by that Indemnified Party in connection with or arising out of the Acquisition, the Interim Facility or the Acquisition or the use or proposed use of proceeds funding of the Interim Facility Acquisition, the Offer (except to the extent such cost, expense, loss whether or liability resulted from (x) the wilful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or related parties (as determined in a final non-appealable judgment in a court of competent jurisdictionnot made), (y) the Squeeze out, the Bidco Merger, any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission acquisition by the Borrower or any person acting in concert with the Borrower of its subsidiariesany shares of the Target or any use of the proceeds of any Utilisation unless such costs, claims losses, expenses or liabilities are caused by the gross negligence or wilful misconduct of the Indemnified Party. (b) If Any Affiliate or any event occurs officer or employee of a Finance Party or its Affiliate may rely on this clause 15.4 subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act. (c) In relation to any claim brought by an Indemnified Party as plaintiff or complainant, such claim shall be made in respect of which indemnification will be sought from consultation with the Borrower and the indemnity in paragraph (a) shall only apply if the Indemnified Party has reasonably determined that it is appropriate to make such a claim taking into account the potential cost of litigation. (d) No Indemnified Party shall instruct more than one legal counsel in any one jurisdiction at any one time. (e) If one or more Indemnified Parties are entitled to indemnification under this clause 15.4 with respect to any action or proceeding brought by a third party, such parties shall use their best endeavours to agree on a single counsel to represent all of them and, if the Borrower is also a party to the relevant proceedings and wishes to be represented by the same counsel, to represent the Borrower also unless there are material conflicting interests between the Borrower and one or more of the Indemnified Parties with respect to such action or proceeding or the Indemnified Parties wish to engage separate counsel to pursue legal defences that are available to the Indemnified Parties but not to the Borrower. To the extent that it reasonably considers it is able to do so without prejudicing its material interests, each Indemnified Party will keep the Borrower informed as to the progress of any such action or proceedings and will consult with the Borrower on any proposal that it may receive to settle the relevant claim. (f) Should any Indemnified Party become aware of any claim in relation to which it may have a right to be indemnified under paragraph (a) above), the relevant such Indemnified Person Party shall use reasonable endeavours to as soon as reasonably practicable notify the Obligors’ Agent Borrower of such matter in writing setting out the matters giving rise or alleged to have given rise to such claim in reasonable detail and thereafter shall provide the Borrower with such further information concerning such claim as may be reasonably required subject to any confidentiality obligations. Any delay in providing such notification and any further information within a reasonable time (where legally permissible taking into account the stage of proceedings of any such claim and practicable the ability of any party to do so) after the relevant Indemnified Person becomes aware of such event, consult with the Obligors’ Agent fully and promptly (where legally permissible and practicable to do so) make any determination with respect to the conduct of the relevant claim, action or proceeding, conduct any such claim, action or proceeding properly and diligently and ) shall consult with the Obligors’ Agent prior to settling any claim, action or proceeding, provided that failure to notify and/or consult with the Obligors’ Agent or the failure to obtain the written consent of the Obligor’s Agent shall not relieve the Borrower from any liability under this Clause 13.5 except its obligation to indemnify the Indemnified Party, but only to the extent that the Borrower would have been prejudiced through loss, forfeiture or impairment is able to prove it has suffered material prejudice by reason of the applicable Indemnified Person’s rights or defence by such failuredelay. (cg) The Indemnified Person shall also be entitled Prior to appoint one primary counsel for all Indemnified Persons (taken as a whole) in each applicable jurisdiction (and, solely in the case of a conflict of interest, one additional counsel as necessary to the affected Indemnified Persons taken as a whole) in respect settlement of any such claim, action or proceeding. claim the Indemnified Party shall obtain (d) Neither (x) so long as no amounts are owing from the Borrower under any Indemnified Person, nor (y) any Group Company or any member of the Target Group (Finance Documents) the prior written consent of the Borrower such consent not to be unreasonably withheld or delayed. It at any of their respective Affiliates time an Indemnified Party has requested the Borrower to reimburse it for legal or shareholders)other expenses in connection with investigating, shall responding to or defending any proceedings, the Borrower will be liable for any indirect, special, punitive or consequential losses or damages settlement of such proceedings effected without its written consent if: (i) such settlement is entered into more than 30 days after receipt by the Borrower of such request for reimbursement; and (ii) the Borrower has not reimbursed such Indemnified Party in connection accordance with its activities related the such request prior to the Interim Facility or the Interim Finance Documentsdate of settlement.