Common use of Awareness of breach Clause in Contracts

Awareness of breach. If the Seller becomes aware after the date of this Agreement of anything which constitutes or could (whether alone or with anything else) constitute a Purchaser Breach or other breach of this Agreement, including a Claim which, if satisfied, would result in a Purchaser Breach or in any other breach of this Agreement, the Seller must do each of the following: (1) promptly notify the Purchaser, giving the Purchaser full details, including details of the facts, matters and circumstances giving rise to the breach, the nature of the breach, the Seller's estimate of the Loss suffered and any additional information reasonably requested by the Purchaser; (2) until it notifies the Purchaser in accordance with this clause 13.3(1), take reasonable steps to mitigate any Loss which may give rise to a Claim against the Purchaser for Purchaser Breach or any other breach of this Agreement; (3) not make any admission of liability or reach any agreement or compromise with any person in relation to any Claim or other matter without first consulting with and obtaining the approval of the Purchaser; (4) give the Purchaser and its professional advisors reasonable access to: (a) the Personnel and premises of the Seller Group; and (b) relevant chattels and documents (including books and records) within the custody, power, possession or control of the Seller Group, (5) to enable the Purchaser and its professional advisers to examine the Personnel, premises, chattels and documents and to take copies or photographs at the Purchaser's expense; (6) at the Purchaser's expense (including the Seller's legal costs), take all action in good faith and with due diligence that the Purchaser (acting reasonably and in consultation with the Seller) directs to avoid, remedy or mitigate the breach or any loss arising in connection with the breach, including legal proceedings in the name of the relevant member of the Seller Group, and dispute, defend, appeal or compromise any Claim or other matter and any adjudication of it; and (7) not do anything which compromises or prejudices the rights of the Purchaser under this clause 13.3. The Purchaser is not liable to the Seller for a Purchaser Breach or any other breach of this Agreement to the extent that the Seller does not materially comply with its obligations under this clause 13.3.

Awareness of breach. If the Seller Purchaser becomes aware after the date of this Agreement of anything which constitutes or could (whether alone or with anything else) constitute a Purchaser Breach or other breach of this Agreement, including a Claim which, if satisfied, would result in a Purchaser Breach or in any other breach of this Agreement, the Seller Purchaser must do each of the following: (1) promptly notify the PurchaserSeller, giving the Purchaser Seller full details, including details of the facts, matters and circumstances giving rise to the breach, the nature of the breach, the SellerPurchaser's estimate of the Loss suffered and any additional information reasonably requested by the PurchaserSeller; (2) until it notifies the Purchaser Seller in accordance with this clause 13.3(111.3(1), take reasonable steps to mitigate any Loss which may give rise to a Claim against the Purchaser Seller for Purchaser Breach or any other breach of this Agreement; (3) not make any admission of liability or reach any agreement or compromise with any person in relation to any Claim or other matter without first consulting with and obtaining the approval of the PurchaserSeller; (4) give the Purchaser Seller and its professional advisors reasonable access to: (a) the Personnel and premises of the Seller Purchaser Group; and (b) relevant chattels and documents (including books and records) within the custody, power, possession or control of the Seller Purchaser Group, (5) to enable the Purchaser Seller and its professional advisers to examine the Personnel, premises, chattels and documents and to take copies or photographs at the PurchaserSeller's expense; (6) at the PurchaserSeller's expense (including the SellerPurchaser's legal costs), take all action in good faith and with due diligence that the Purchaser Seller (acting reasonably and in consultation with the SellerPurchaser) directs to avoid, remedy or mitigate the breach or any loss arising in connection with the breach, including legal proceedings in the name of the relevant member of the Seller Purchaser Group, and dispute, defend, appeal or compromise any Claim or other matter and any adjudication of it; and (7) not do anything which compromises or prejudices the rights of the Purchaser Seller under this clause 13.311.3. The Purchaser Seller is not liable to the Seller Purchaser for a Purchaser Breach or any other breach of this Agreement to the extent that the Seller Purchaser does not materially comply with its obligations under this clause 13.311.3.