Common use of Acquisition indemnity Clause in Contracts

Acquisition indemnity. (i) In this paragraph (f) (Acquisition indemnity), relevant litigation means any litigation proceeding, arising, pending or threatened against a Finance Party and, in each case, any of their respective Affiliates and each of their (or their respective Affiliates’) respective directors, officers, employees and agents (each a Relevant Person) in connection with or arising out of any Transaction Document or the Acquisition (whether or not made). (ii) The Company must indemnify each Relevant Person against any cost, loss or liability which that Relevant Person incurs as a consequence of any relevant litigation, unless it is caused directly by the gross negligence or wilful misconduct of that Finance Party. (iii) A Relevant Person must notify the Company promptly upon becoming aware, and in reasonable detail, of any relevant litigation and must keep the Company informed of its progress. (iv) A Relevant Person must conduct any relevant litigation in good faith and will give careful consideration to the views of the Company in relation to the appointment of professional advisers and the conduct of the litigation taking into account (to the extent practicable) both its interests and the interests of the Company. (v) A Relevant Person may only concede or compromise any claim in respect of any relevant litigation if it has consulted the Company in good faith for not less than 5 Business Days before so doing. (vi) Notwithstanding sub-paragraphs (iii) to (v) above, a Relevant Person is not required to disclose to the Company any matter: (A) in respect of which it is under a duty of non-disclosure or which is subject to any attorney/client privilege; or (B) which relates to that Relevant Person’s policy or other extrinsic matters. (vii) Each Relevant Person may rely on this paragraph (f) subject to the terms of paragraph (d) of Clause 1.2 (Construction).