Common use of Conduct of Disputes Clause in Contracts

Conduct of Disputes. If any member of the MC Group becomes aware of any claim, action or demand against it, or of any circumstance which may give rise to any claim (including for the avoidance of doubt any claim arising out of or in connection with the OFT Review), action or demand against it, and which may give rise to a claim under any of the indemnifications contained in Section 6.2 it shall forthwith give written notice (including reasonable particulars of such claim or circumstance) to the MEPUK Shareholders and it shall procure that the relevant member of the MC Group shall: (a) not knowingly make any admission of liability, or any agreement or compromise with any person, body or authority in relation thereto without the prior written consent of the MEPUK Shareholders, which consent shall not be unreasonably withheld; (b) give the MEPUK Shareholders and their professional advisers reasonable access during normal business hours to the premises and personnel of the relevant member of the MC Group and to any relevant assets, accounts, documents and records within the control of the relevant member of the MC Group to enable the MEPUK Shareholders and their professional advisers to examine such assets, accounts, documents and records and take photographs or photocopies thereof at their own expense in order to appraise themselves of all facts, matters and information relevant to the claim, action or demand against the relevant member of the MC Group subject to not interfering with the business of the relevant member of the MC Group; (c) subject to the MEPUK Shareholders having provided the relevant member of the MC Group with such indemnity and security therefor as the relevant member of the MC Group may reasonably require in relation thereto, permit the MEPUK Shareholders in the name of the relevant member of the MC Group to appoint such professional advisers and to take such action as the MEPUK Shareholders may consider reasonably necessary or desirable to avoid, dispute, resist, appeal, compromise or defend the claim, action or demand and any adjudication in respect thereof subject only to consulting the relevant member of the MC Group to the extent reasonably practicable, prior to taking any such action; and/or (d) at the option of the MEPUK Shareholders, for a period of 30 days after such notification, afford the MEPUK Shareholders the opportunity to take such steps to remedy or avert such claim or circumstance as the MEPUK Shareholders may require. Notwithstanding the foregoing, if any member of the MC Group fails in relation to any actual or potential claim to comply in any respect with the above provisions of this Section 6.3, the MEPUK Shareholders' liability in respect of such claim shall not cease in any respect.

Conduct of Disputes. 10.5.1 If any member of the MC Group becomes Purchaser or the Company become aware of any claim, action or demand against iteither of them, or of any circumstance which may give rise to any claim (including for the avoidance of doubt any claim arising out of or in connection with the OFT Review)claim, action or demand against iteither of them, and which may give rise to a claim under any this Agreement (other than a claim under the Tax Warranties or Tax Deed to which paragraph 4 of the indemnifications contained in Section 6.2 it Tax Deed shall apply), the Purchaser shall forthwith give written notice (including reasonable particulars of such claim or circumstance) to the MEPUK Shareholders Vendor and it the Purchaser shall and shall procure that the relevant member of the MC Group Company (if relevant) shall: (a) not knowingly make any admission of liability, or any agreement or compromise with any person, person body or authority in relation thereto without the prior written consent agreement of the MEPUK Shareholders, Vendor which consent shall not be unreasonably withheldwithheld or delayed; (b) give the MEPUK Shareholders Vendor and their its professional advisers reasonable access during normal business hours to the premises and personnel of the relevant member of Purchaser and the MC Group Company, as the case may be, and to any relevant assets, accounts, documents and records within the control of the relevant member of Purchaser or the MC Group Company to enable the MEPUK Shareholders Vendor and their its professional advisers to examine such assets, accounts, documents and records and take photographs or photocopies thereof at their its own expense in order to appraise themselves of all facts, matters and information relevant to the claim, action or demand against the relevant member of Purchaser or the MC Group subject to not interfering with the business of the relevant member of the MC GroupCompany; (c) subject to the MEPUK Shareholders Vendor having provided the relevant member of Purchaser or the MC Group Company (as appropriate) with such indemnity and security therefor as the relevant member of Purchaser or the MC Group Company may reasonably require in relation thereto, permit the MEPUK Shareholders Vendor in the name of the relevant member of Purchaser or the MC Group Company (as appropriate) to appoint such professional advisers and to take such action as the MEPUK Shareholders Vendor may consider reasonably necessary or desirable to avoid, dispute, resist, appeal, compromise or defend the claim, action or demand and any adjudication in respect thereof subject only to consulting the relevant member of Purchaser or the MC Group to the extent reasonably practicableCompany (as appropriate), prior to taking any such action; and/orand (d) at the option of the MEPUK Shareholders, for a period of 30 days after such notificationVendor, afford the MEPUK Shareholders Vendor the opportunity to take such steps to remedy or avert such claim or circumstance as the MEPUK Shareholders Vendor may require. Notwithstanding , Provided that the foregoing, if Purchaser shall not be required to take nor shall the Vendor take any member action which in the Purchaser’s reasonable opinion would materially adversely affect the goodwill or standing of the MC Group fails in relation to Purchaser or the Company or damage the reputation of any actual or potential claim to comply in any respect with the above provisions brand of this Section 6.3, the MEPUK Shareholders' liability in respect either of such claim shall not cease in any respectthem.