Conduct of Claims. In the event of any claims, statutory fees, costs, charges, penalties (including without limitation any legal costs), contributions, compensations, cost recoveries, expenses or fines being levied or claimed from a person in respect of which an indemnity is provided by the Supplier pursuant to ARTICLE 11, the following provisions shall apply:
(a) subject to Sections 11.3(b), 11.3(c) and 11.3(d), where it appears that a person is or may be entitled to indemnification from the Supplier in respect of all (but not part only) of the liability arising out of a claim, such person entitled to indemnification may at its sole election and subject to:
(i) approval by any relevant insurers (without prejudice to Section 11.3(f); and
(ii) the Supplier providing the party entitled to indemnification with a secured indemnity to its reasonable satisfaction against all costs and expenses (including legal expenses) that it may incur by reason of such action, permit or require the Supplier to dispute the claim on behalf of the person entitled to indemnification at the Supplier’s own expense and take conduct of any defence, dispute, compromise, or appeal of the claim and of any incidental negotiations; provided that the person entitled to indemnification shall give the Supplier (provided at the Supplier’s cost) all reasonable cooperation, access and assistance for the purposes of considering and resisting such claim;
(b) with respect to any claim conducted by the Supplier pursuant to Section 11.3(a):
(i) the Supplier shall keep the person entitled to indemnification fully informed and consult with it about material elements of the conduct of the claim;
(ii) the Supplier shall not bring the name of the person entitled to indemnification (or any Group Member thereof) into disrepute; and
(iii) the Supplier shall not pay or settle such claims without the prior consent of the person entitled to indemnification, such consent not to be unreasonably withheld or delayed;
(c) a person entitled to indemnification shall be free to pay or settle any claim on such terms as it thinks fit (and without prejudice to its rights and remedies under this Agreement) if:
(i) the Supplier is not entitled to, or is not permitted or instructed, take conduct of the claim in accordance with Section 11.3(a); or
(ii) the Supplier fails to comply in any material respect with the provisions of Sections 11.3(a) or 11.3(b);
(d) the person entitled to indemnification pursuant to ARTICLE 11 shall be free at any ti...
Conduct of Claims. 31.6.1 The Indemnifying Party may at its own expense and with the assistance and co-operation of the Indemnified Party have the conduct of the Third Party Claim including its settlement and the Indemnified Party will not, unless the Indemnifying Party has failed to resolve the Third Party Claim within a reasonable period (and the Indemnified Party has notified the Indemnifying Party in writing that it is of the opinion that such reasonable period has expired), take any action to settle or pursue the Third Party Claim
Conduct of Claims. 12.5.1 Each Indemnified Person shall notify the relevant Indemnifying Party as soon as reasonably practicable of any Claim being made, taken or threatened, against any Indemnified Person which is reasonably likely to give rise to a Claim under Clause 12 and shall keep the relevant Indemnifying Party reasonably informed of progress in respect of any such Claim, including steps proposed to be taken to defend any related proceedings, and shall, to the extent reasonably practicable, consult with the relevant Indemnifying Party as to any such Claim, proceedings or steps and provide information and copies of such documents relating to the Claim as the Indemnifying Party may request, provided that such Indemnified Person shall not be under any obligation to provide the Indemnifying Party with a copy of any document which is or may be legally privileged. Any failure to notify the relevant Indemnifying Party, to keep the relevant Indemnifying Party informed or to consult with the relevant Indemnifying Party as aforesaid shall not relieve the relevant Indemnifying Party of any obligations under this Agreement except to the extent that the relevant Indemnifying Party is materially prejudiced by such omission and shall not relieve the relevant Indemnifying Party of any other obligation or liability that the relevant Indemnifying Party may have to any Indemnified Person otherwise than under this Agreement.
12.5.2 Each Indemnified Person shall not admit liability in relation to or settle any such Claim without the prior written consent of the relevant Indemnifying Party (such consent not to be unreasonably withheld or delayed). Each Indemnifying Party agrees that it shall not, without the prior written consent of the Joint Global Coordinators (on behalf of the Managers) settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Claim or action in respect of which indemnification may be sought under this Clause 12 (whether or not any of the Managers is an actual or potential party to such Claim), unless such settlement, compromise or consent:
(a) includes an unconditional release of the Managers from all liability arising out of such Claim; and
(b) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any of the Managers
12.5.3 If the relevant Indemnifying Party so elects, subject to:
(i) the relevant Indemnified Person’s insurers confirming that rights under its policies ...
Conduct of Claims. (i) In the event of any claim of indemnification, the indemnified party shall give reasonably prompt written notice thereof to the indemnifying party after it receives notice of a claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim.
(ii) The indemnifying party shall be entitled to direct the defense against a claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall ma...
Conduct of Claims. In the case of Warranty Claims other than Tax Claims (in relation to which the provisions of Section 4 (Conduct in relation to Assessments and Tax Proceedings; Tax cooperation) of the Tax Covenant shall apply) based on judgments, administrative acts or third-party claims (including claims by administrative bodies) which are directed against the Purchaser, a company of the Purchaser Group or any of the Nordic Companies, to the extent legally permissible and subject to the Purchaser not being required to Prejudicially Act, the Purchaser shall (and shall ensure that the relevant company of the Purchaser Group or the relevant Nordic Company shall):
(a) consult with P7S1 and give P7S1 reasonable opportunity to comment on and discuss with the Purchaser any measures which the Purchaser, the relevant company of the Purchaser Group or the relevant Nordic Company proposes to take or omit to take in connection with such judgment, administrative act or third-party claim;
(b) permit P7S1 to comment on, participate in, and review any relevant reports, audits or other measures and take into account P7S1's reasonable comments;
(c) permit P7S1, at its own discretion and at its own expense, to take such action, and shall comply with any reasonable request by P7S1 to take such action at P7S1's expense, as P7S1 or their representatives consider expedient in order to dispute, defend, appeal or compromise such judgment, administrative act or third-party claim (including the making of counter-claims or other claims against third parties) in the name of, and on behalf of, the Purchaser, the relevant company of the Purchaser Group or the relevant Nordic Company;
(d) provide such information and assistance as P7S1 may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to Warranty Claims; and
(e) procure that neither it, any Target Company nor any other member of the Purchaser's Group shall admit liability in respect of, or compromise or settle, the matter giving rise to the Warranty Claim without the written consent of P7S1, such consent not to be unreasonably withheld or delayed. P7S1 undertakes to use all information provided pursuant to the above provisions of this Section 13.2 only for the purpose of disputing, defending, appealing and/or compromising the relevant judgment, administrative act or third party claim and/or for exercising their rights under this Section 13.2 and for no other purpose. Furthermore, if...
Conduct of Claims. 6.1. If a Buyer or a Group Company becomes aware of a Tax Claim, the Buyer shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule.
6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2.
6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax).
6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim:
(a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or
(b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or
(c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1:
(i) fail within fifteen (15) Business Days to serve noti...
Conduct of Claims. In the event that any of the Purchasers becomes aware of any matter, which it has determined has given or could give rise to an Indemnity Claim:
(a) The Purchasers shall immediately, and in any event within thirty (30) days from the time that either of the Purchasers learns of or discovers such an Indemnity Claim (the “Notice Period”), send a written notice to the Seller of the events, circumstances, claims and actions that have occurred and have become known to the Purchasers that comprise the Indemnity Claim (stating the amount of the Loss, if known) and that may bring about the application of Section 7.1 of this Agreement (the “Claim Notice”).
(b) The Seller shall have thirty (30) days from its receipt of the Claim Notice (the “Reply Period”), to notify the Purchasers that it objects or disputes the Claim Notice or the amount or any aspect of the Indemnity Claim subject of the Claim Notice (the “Claim Objection”), or otherwise notify the Purchasers that it does not dispute the Claim Notice and accepts liability for the Indemnity Claim (the “Claim Acceptance”).
(c) If the Seller fails to respond to the Claim Notice within the Reply Period, or sends a written notice of a Claim Acceptance within such period, then the Indemnity Claim shall be deemed accepted. The Purchasers may recover the amount of the Loss subject of the Indemnity Claim, and the Seller shall pay the amount thereof to the Purchasers in cash within thirty (30) days from the end of the Reply Period.
(d) If within the Reply Period the Seller sends a written notice to the Purchasers of a Claim Objection, such notice shall state in detail the reasons why it does not accept liability for the Indemnity Claim.
(e) If no agreement is reached by the Parties within thirty (30) days from the end of the Reply Period, notwithstanding xxxxxxx efforts to settle the Indemnity Claim, the matter shall be referred to the Claims Dispute Resolution procedure in Section 7.7 below.
Conduct of Claims. 10.1 In respect of the indemnities given in this Agreement:
10.1.1 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 or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity;
10.1.2 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 by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact on the indemnified party, the indemnifying party shall consult with the indemnified party and shall at all times keep the indemnified party informed of all material matters and obtain their consent before settlement; and
10.1.3 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 by a third party. The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including legal costs and disbursements) incurred in providing such cooperation and/or arising as a result of the indemnifying party’s failure to defend, conduct and/or settle such claims and proceedings.
Conduct of Claims. In respect of the indemnities given in this Clause 16:
Conduct of Claims. 6.1. If the CCG becomes aware of any matter that may give rise to a claim by or against a member of Assigned Staff, notice of that fact shall be given as soon as possible to NHS England. NHS England and the CCG shall co-operate in relation to the investigation and resolution of any such claims or potential claims.
6.2. No admission of liability shall be made by or on behalf of the CCG and any such claim shall not be compromised, disposed of or settled without the consent of NHS England.
