Common use of ACTIONS BY THIRD PARTIES Clause in Contracts

ACTIONS BY THIRD PARTIES. 10.1 If the Purchaser becomes aware of any claim, action or demand made against it or any Group Company by a third party which may give rise to a claim under the Transaction Documents (a "Third Party Claim"), subject to the Purchaser and each member of the Purchaser Group and each Group Company being indemnified and secured to the Purchaser's reasonable satisfaction by the Seller against all costs and expenses, including those of its professional advisers, which may be incurred or suffered in respect of such Third Party Claim, the Purchaser shall: 10.1.1 as soon as reasonably practicable, notify the Seller and the Promoters giving reasonably available details of the relevant facts and circumstances relating to the Third Party Claim; 10.1.2 procure that the relevant Group Company shall keep the Seller and the Promoters reasonably informed of all material developments in relation to the Third Party Claim and not settle or make any admission of liability, agreement or compromise any claim or matter relating to the Third Party Claim without written consent of the Seller and the Promoters, such consent not to be unreasonably withheld or delayed or conditioned; and 10.1.3 procure that the relevant Group Company shall (subject to the Purchaser and its relevant Affiliates being entitled to employ its own professional advisers) consult with and take all such action as the Seller and the Promoters may reasonably request in relation to the Third Party Claim, including commencing conducting, defending, resisting, settling, compromising or appealing against any Proceedings.

ACTIONS BY THIRD PARTIES. 10.1 9.1 If the Purchaser becomes aware of any claim, action or demand made against it or any of the Complete Target Group Company by a third party which may reasonably be expected to give rise to a claim Claim (including, for the avoidance of doubt, any Tax Claim under the Transaction Documents Clauses 14.1.5 or 14.1.6) (a "Third Party Claim"), subject to ): 9.1.1 the Purchaser and each member of the Purchaser Group and each Group Company being indemnified and secured to the Purchaser's reasonable satisfaction by the Seller against all costs and expenses, including those of its professional advisers, which may be incurred or suffered in respect of such Third Party Claim, the Purchaser shall: 10.1.1 shall as soon as reasonably practicable, practicable notify the Seller and the Promoters Seller, giving reasonably available reasonable details of the relevant facts and circumstances relating to the Third Party Claim; 10.1.2 9.1.2 the Purchaser shall and shall procure that the relevant member of the Complete Target Group Company shall keep the Seller and the Promoters reasonably informed of all material developments in relation to the Third Party Claim and not settle or make any admission of liability, agreement or compromise any claim or matter relating to the Third Party Claim without written consent of the Seller and the PromotersSeller, such consent not to be unreasonably withheld or delayed delayed, unless the Purchaser (acting reasonably and in good faith) determines that refraining from such settlement or conditionedadmission would be materially prejudicial to the interests of the Complete Target Group, or would otherwise materially damage the goodwill of the Complete Target Group; and 10.1.3 procure that the relevant Group Company shall (9.1.3 subject to the Purchaser and its the relevant Affiliates member of the Complete Target Group being entitled to employ its own professional advisers) indemnified against all reasonable liabilities, costs and expenses which may be suffered or incurred by reason of such action, the Purchaser shall and shall procure that the relevant member of the Complete Target Group shall consult with and follow the reasonable instructions of the Seller in relation to all material matters connected with the Third Party Claim and take all such action as the Seller and the Promoters may reasonably request in relation to the Third Party Claim, including commencing conducting, defending, resisting, settling, compromising or appealing against any Proceedingsproceedings, unless the Purchaser (acting reasonably and in good faith) determines that taking of such actions would be materially prejudicial to the interests of the Complete Target Group, or would otherwise materially damage the goodwill of the Complete Target Group.

ACTIONS BY THIRD PARTIES. 10.1 7.1 If the Purchaser Buyer becomes aware of any claim, claim action or demand made against it or it, any Group Company or any other member of the Buyer’s Group by a third party which may give rise to a claim under the Transaction Documents General Warranty Claim (a "“Third Party Claim")”): 7.1.1 the Buyer shall, subject to the Purchaser and each member of the Purchaser Group and each Group Company being indemnified and secured to the Purchaser's reasonable satisfaction by the Seller against all costs and expenses, including those of its professional advisers, which may be incurred or suffered in respect of such Third Party Claim, the Purchaser shall: 10.1.1 as soon as reasonably practicable, notify THG giving, to the Seller extent then known and the Promoters giving reasonably available available, full details of the relevant facts and circumstances relating to the Third Party Claim; 10.1.2 7.1.2 the Buyer shall promptly disclose in writing to THG all information and, subject to any privilege issues, documents relating to the potential Claim or the matters which might give rise to the potential Claim; 7.1.3 the Buyer shall, and shall procure that each relevant Group Company or other member of the Buyer’s Group shall, at all times retain and preserve all relevant assets, information and documents within the power control or possession of the Buyer’s Group which are or may be relevant in to any such Claim; 7.1.4 if requested by THG, give THG and its respective professional advisers reasonable access to: (a) the personnel of the Buyer and any relevant Group Company or other member of the Buyer’s Group in order to interview the personnel; and (b) any relevant premises, chattels, accounts, documents and records within the power, possession or control of the Buyer or any relevant Group Company or other member of the Buyer’s Group in order to, at THG’s expense, examine and photograph the premises and chattels and to examine, photograph and take copies of the accounts, documents and records; 7.1.5 the Buyer shall not, and shall procure that the relevant Group Company or other member of the Buyer’s Group shall keep the Seller and the Promoters reasonably informed of all material developments in relation to the Third Party Claim and not not, settle or make any admission of liability, agreement or compromise any claim or matter relating to the Third Party Claim without written consent of the Seller and the PromotersTHG, such consent not to be unreasonably conditioned, withheld or delayed delayed; 7.1.6 subject to the Buyer and the relevant Group Company or conditioned; and 10.1.3 member of the Buyer’s Group being indemnified to the reasonable satisfaction of the Buyer, the Buyer shall and shall procure that the relevant Group Company or member of the Buyer’s Group shall (subject to the Purchaser and its relevant Affiliates being entitled to employ its own professional advisers) consult with and follow the instructions of THG in relation to all matters connected with the Third Party Claim and take all such action as the Seller and the Promoters THG may reasonably request in relation to the Third Party Claim, including commencing conducting, defending, resisting, settling, compromising or appealing against any Proceedingsproceedings, provided that neither the Buyer nor the relevant Group Company shall be required to take any action (or omit to take any action) which it reasonably determines to be materially prejudicial to the commercial interests and/or Tax affairs of itself, the Group or the Buyer’s Group; and 7.1.7 in connection with any actions or proceedings relating to the matter or potential Claim, and subject to each relevant Group Company and other member of the Buyer’s Group being indemnified to the reasonable satisfaction of the Buyer, use advisers nominated by THG and, if THG requests, allow THG the exclusive conduct of such negotiations, actions or proceedings.

ACTIONS BY THIRD PARTIES. 10.1 If the Purchaser becomes aware of any claim, action or demand made against it or any Group Company by a third party which may give rise to a claim under the Transaction Documents (a "Third Party Claim"), subject to the Purchaser and each member of the Purchaser Group and each Group Company being indemnified and secured to the Purchaser's reasonable satisfaction by the Seller against all costs and expenses, including those of its professional advisers, which may be incurred or suffered in respect of such Third Party Claim, the Purchaser shall: 10.1.1 as soon as reasonably practicable, notify the Seller and the Promoters giving reasonably available details of the relevant facts and circumstances relating to the Third Party Claim; 10.1.2 procure that the relevant Group Company shall keep the Seller and the Promoters reasonably informed of all material developments in relation to the Third Party Claim and not settle or make any admission of liability, agreement or compromise any claim or matter relating to the Third Party Claim without written consent of the Seller and the Promoters, such consent not to be unreasonably withheld or delayed or conditioned; and 10.1.3 procure that the relevant Group Company shall (subject to the Purchaser and its relevant Affiliates being entitled to employ its own professional advisers) consult with and take all such action as the Seller and the Promoters may reasonably request in relation to the Third Party Claim, including commencing conducting, defending, resisting, settling, compromising or appealing against any Proceedings. *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.