CHIGWELL PROCEEDINGS Sample Clauses
CHIGWELL PROCEEDINGS. 10.1 The Sellers shall indemnify the Buyer for any liability (to the extent not covered by insurance) for claims, fines, penalties or related costs in relation to the case commenced by Epping Forest District Council against members of the Group before the date of this Agreernent pursuant to sections 3 and 7 of the Health & Safety at Work ▇▇▇ ▇▇▇▇ (Chigwell H&S Claim) or any other litigation, claim, hearing, case, prosecution, enquiry, review, investigation or proceeding in connection with or arising from the death at Eton Manor Day Nursery (Other Chigwell Claim) which has commenced within six months of the conclusion of the trial or earlier resolution of the Chigwell H&S Claim.
10.2 The following provisions shall apply at all times while the Chigwell H&S Claim is proceeding or any Other Chigwell Claim is proceeding, threatened, anticipated or reasonably probable to arise:
CHIGWELL PROCEEDINGS. 10.1 The Sellers shall indemnify the Buyer for any liability (to the extent not covered by insurance) for claims, fines, penalties or related costs in relation to the case commenced by Epping Forest District Council against members of the Group before the date of this Agreernent pursuant to sections 3 and 7 of the Health & Safety at Work ▇▇▇ ▇▇▇▇ (Chigwell H&S Claim) or any other litigation, claim, hearing, case, prosecution, enquiry, review, investigation or proceeding in connection with or arising from the death at Eton Manor Day Nursery (Other Chigwell Claim) which has commenced within six months of the conclusion of the trial or earlier resolution of the Chigwell H&S Claim.
10.2 The following provisions shall apply at all times while the Chigwell H&S Claim is proceeding or any Other Chigwell Claim is proceeding, threatened, anticipated or reasonably probable to arise:
10.2.1 ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Hurran and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (together the Executives) and the Buyer shall co-operate and assist each other in good faith and to the fullest practicable extent in all matters pertaining thereto;
10.2.2 the Executives and the Buyer shall:
(a) notify each other of any hearing, trial, or matter of whatsoever nature of which they become aware which may have .a material bearing on the relevant Chigwell Proceedings; and
(b) consult together as often as may be reasonably necessary or desirable in relation thereto and give due consideration to each other’s views on all material aspects thereof;
(c) the Buyer shall procure that Plexus Law or such other suitably qualified, experienced and reputable firm of solicitors as the Executives and the Buyer may agree (Plexus or such other firm being the Nominated Solicitors) are retained as solicitors to the Group to advise and represent the Group in respect of the relevant Chigwell Proceedings;
10.2.3 the Executives and the Buyer:
(a) shall provide each other full access to the Nominated Solicitors, such counsel as may be instructed by the Nominated Solicitors from time to time (including attendance at conferences with counsel), other professional advisers, experts. and witnesses, and to all material instructions, correspondence, pleadings, witness statements, reports, photographs, court and other documents (and shall on request provide copies thereof), and all other information and records as may be relevant and within their respective power, possession or control (Relevant Papers);
(b) shall afford to each other sufficient opport...