Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the Indemnitor shall have the right, at its option and expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or...
Conduct of Claim. 7.1 For so long as this Funding Agreement remains in place the Member agrees to instruct the Applicant and The Peoples Solicitors as follows:
Conduct of Claim. 8.1 In respect of indemnities given in this Agreement
8.1.1 The indemnified party shall give written notice to the indemnifying party as soon as is practicable of the details of any claim or proceedings brought against it in respect of which a claim will or may be made under the relevant indemnity;
8.1.2 subject to claims made in clause 8.1.1 above, the indemnified party (where relevant) will place the indemnifying party on record as acting on their behalf with the relevant court/tribunal;
8.1.3 The indemnifying party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought to the extent that such claims or proceedings may be covered by the relevant indemnity;
8.1.4 Provided that where there is an impact on the indemnified party, the indemnifying party shall consult with the other party and shall at all times keep the indemnified party informed of all material matters;
8.1.5 the indemnified party shall, at the indemnifying party’s expense, provide all reasonable assistance and documentation required by the indemnifying party in connection with, and act as or be joined as a defendant in any claim or proceedings brought against it;
8.1.6 the indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including reasonable legal costs) incurred in providing such cooperation
Conduct of Claim. Subject to the constraints and limitations of the Company LLCA or the Company LLCA Amendment, as applicable, the Indemnitor shall have the right, at its option and at its own expense, to be represented by counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement 41 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under Section 7.1; provided, that the Indemnified Party may participate in any such proceeding with counsel of its choice, which shall be at its own expense, unless (a) the Indemnitor chooses counsel not reasonably acceptable to Indemnified Party, (b) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (c) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.
Conduct of Claim. Notwithstanding the Indemnified Party’s right to monitor and opine about the conduction of the Third-Party’s Claim, the Indemnifying Party, at the Indemnifying Party’s sole cost and expenses, shall assume the defense of the Third-Party Claim, for which the Indemnified Party shall grant the relevant power-of-attorney on behalf of the Indemnifying Party. The Indemnifying Party shall inform the Indemnified Party, in writing and according to Section 9.3, of its intention to conduct it or not, within (i) 30 (thirty) days from receipt of the Third-Party Claim Notice or (ii) the period of time that represents 2/3 (two thirds) of the number of days allowed to present a defense. The Indemnifying Party’s failure to send the written notice, pursuant to and within the time period established in this Section 7.7.4, shall be construed as a waiver of its right to assume the defense of the Third-Party Claim. If the Indemnifying Party does not assume the defense of any Third-Party Claim, the Indemnified Party may, always and in any case at the Indemnifying Party’ sole cost and expenses, defend such Third-Party Claim, and the Indemnifying Party may still participate in, but not control, the defense of such Third-Party Claim. For the conduction or defense of the Third-Party Claim, the Indemnifying Party may present 3 (three) options of reputable law firms, being one of them ranked in Tier 1 for litigations by Xxxxxxxx in Brazil, which choice shall be at the Indemnified Party's discretion. For Claims already in progress on the Closing Date, the option, but not the obligation, to maintain the law firms sponsoring the lawsuits will be preferred.
Conduct of Claim. If any claim or demand to which clause 8.4 may apply is made:
(a) Toll Rail shall, promptly upon becoming aware of it, notify the Crown of the claim or demand and shall make available to the Crown all such information about the claim or demand as is available to Toll Rail as the Crown may reasonably request;
(b) Toll Rail shall not make any admission of liability in respect of the claim or demand, or take any other steps which may in any way prejudice the defence of the claim or demand, without the Crown’s prior agreement; and
(c) Toll Rail shall, subject to the Crown indemnifying it pursuant to clause 8.4, take such steps to progress, defend, or settle the claim or demand as the Crown may reasonably require.
Conduct of Claim. This paragraph 7 shall apply in circumstances where:
Conduct of Claim. 10.6.1. If any matter comes to the notice of the Purchaser or any member of the Purchaser’s Group or any Subsidiary or any of their respective officers which may give rise to a Warranty Claim, the Purchaser shall or shall procure that the relevant Subsidiary shall give written notice of the Warranty Claim to the Seller specifying the nature of the potential Claim in reasonable detail as soon as reasonably practicable and in any event within 14 days of becoming aware of the matter and that the matter may give rise to a Warranty Claim.
10.6.2. The Purchaser shall, or shall procure that any Subsidiary shall take such action and give such information and assistance in connection with the affairs of the relevant Subsidiary as the Seller may reasonably request to resist, appeal, dispute, avoid, settle or compromise a claim giving rise to a Warranty Claim. Such information and assistance shall include, without limitation, providing reasonable access to relevant documentation and records and permitting the copying of such documentation and records.
10.6.3. For the avoidance of doubt, the actions which the Seller may reasonably request under this clause 10.6 shall include (without limitation) the procuring of any Subsidiary to apply postponement or deferral of (so far as legally possible) the payment of any Tax and/or allowing the Seller to take on or take over at the Sellers own expense the conduct of all or any proceedings of whatsoever nature arising in connection with the Warranty Claim in question and, if the Seller take on or take over the conduct of the Warranty Claim, the Purchaser shall provide, and shall procure that any Subsidiary shall provide, such information and assistance as the Seller may reasonably require in connection with the preparation for and conduct of these proceedings.
10.6.4. In relation to the Seller conducting a Warranty Claim in accordance with the provisions set out above: When conducting and/or proceeding a claim in relation to a Warranty Claim, the Seller shall at all times keep the Purchaser informed of the status development and progress of such claim and / or proceedings.
10.6.5. The Purchaser shall, and shall procure that any Subsidiary shall, provide the Seller with copies of all correspondence entered into and notes of any conversations or meetings with any Taxation Authority to the extent that such correspondence or notes relate to the Warranty Claim in question.
10.6.6. Subject to the provisions of this clause, no material ...
Conduct of Claim. 11.8.1. In the event that after the Completion, (i) the Purchaser becomes aware of any claim by a Third-Party (a “Third-Party Claim”) which is likely to result in a Claim, or (ii) the Purchaser becomes aware of any fact, matter or circumstance likely to give rise to a Claim which does not involve a Third-Party Claim (a “Direct Claim”), the Purchaser shall deliver to the Sellers’ Representative a written notice (a “Claim Notice”), specifying in reasonable details the factual basis of such Third-Party Claim or Direct Claim and the amount or estimated amount of related Losses and shall provide access to such available supporting evidence as may reasonably be required by the Sellers’ Representative to assess the merits of the Third-Party Claim or Direct Claim. The Purchaser shall concurrently send a copy of the Claim Notice of the Escrow Agent pursuant to the terms of the Escrow Agreement.
11.8.2. The Purchaser shall send a Claim Notice to the Sellers’ Representative (with a copy to the Escrow Agent):
(i) in the case of a Third-Party Claim, (a) by no later than fifteen (15) calendar days after the receipt by the Purchaser or the relevant Group Company of actual notice of the Third-Party Claim or, (b) in respect of any proceedings that require a response within a short period of time (e.g. in the case of emergency proceedings or when a response to notification must be given within a time period in order to avoid a forfeiture of rights), without delay; and
(ii) in the case of a Direct Claim, as soon as practicable and no later than within fifteen (15) calendar days of the date on which the Purchaser shall have become aware of the fact or event giving rise to such Direct Claim; provided that failure by the Purchaser to comply with the above-mentioned notice periods, it shall not relieve the Sellers of their obligations hereunder, except to the extent such failure shall have adversely prejudiced the Sellers.
11.8.3. In the event of a Direct Claim, the Sellers’ Representative shall have thirty (30) Business Days following the receipt of the relevant Claim Notice to reply to the Purchaser by either accepting the validity and amount of such Claim or, refusing it, in which case the reply letter shall include reasons evidencing such refusal (the “Direct Claim Answer”). If the Sellers’ Representative fails to reply within the above-mentioned thirty (30) Business-Day period, the Sellers shall be deemed to have accepted the relevant Claim and the Claim amount. In the even...
Conduct of Claim
