Common use of Conduct of Indemnity Claims Clause in Contracts

Conduct of Indemnity Claims. If at any time the Purchaser or any Group Company becomes aware of any claim, action or demand against the Purchaser or any Group Company which may result in the Purchaser bringing an Indemnity Claim against the Vendor (save in respect of any Indemnity Claims under clauses 4.9.2 and 5.3.6(B)): (1) the Purchaser shall (and shall procure that the relevant Group Company shall): (i) notify the Vendor in writing of the details of such claim as soon as reasonably practicable and provide such information and access to personnel, premises, chattels, documents and records to the Vendor and its professional advisers as they may reasonably require relating to the action taken or proposed to be taken by the Purchaser or the relevant Group Company; and (ii) not make (and will procure that its officers and employees will not make) any admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of the Vendor; (2) the Vendor shall have sole conduct of the defence or compromise of the claim and as between the Vendor and the Purchaser, the Vendor shall have the sole right to any costs and damages awarded as a result; and (3) the Purchaser shall (and shall ensure that the relevant Group Company shall): (i) act in accordance with the instructions of the Vendor and provide the Vendor such assistance as it shall reasonably require, at the Vendor’s cost (provided such costs of the Purchaser and the relevant Group Company are properly incurred), in respect of the conduct of such defence or compromise; (ii) take all reasonable steps to mitigate any loss suffered by it in that regard including, at the Vendor’s cost, any reasonable steps required by the Vendor; and (iii) keep the Vendor informed in a timely fashion of the progress of other proceedings or actions in connection with the claim; and

Conduct of Indemnity Claims. ‌ This Section 38.6 shall apply to the conduct of claims, made by a third person against a Party having, or claiming to have, the benefit of an indemnity pursuant to this Agreement. The Party having, or claiming to have, the benefit of the indemnity is referred to as the “Beneficiary” and the Party giving the indemnity is referred to as the “Indemnifier”. 38.6.1 If at the Beneficiary receives any time the Purchaser notice, demand, letter or other document concerning any Group Company becomes aware of any claim, action or demand against the Purchaser or any Group Company claim for which may result in the Purchaser bringing an Indemnity Claim against the Vendor (save in respect of any Indemnity Claims under clauses 4.9.2 and 5.3.6(B)): (1) the Purchaser shall (and shall procure it appears that the relevant Group Company shall): (i) notify Beneficiary is, or may become entitled to, indemnification under this Section 38, the Vendor in writing of Beneficiary shall give written notice to the details of such claim Indemnifier as soon as reasonably practicable and provide such information and access to personnelin any event within 10 Business Days of receipt of the same. Such notice shall specify with reasonable particularity, premises, chattels, documents and records to the Vendor extent that information is available, the factual basis for the claim and its professional advisers as they the amount of the claim.‌ 38.6.2 Subject to Sections 38.6.3, 38.6.4 and 38.6.5, on the giving of any such notice by the Beneficiary, where it appears that the Beneficiary is or may reasonably require relating be entitled to indemnification from the Indemnifier in respect of all, but not part only, of the liability arising out of the claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to the action taken or proposed Beneficiary’s reasonable satisfaction against all costs and expenses that the Beneficiary may incur by reason of such action) be entitled to be taken by dispute the Purchaser or claim in the relevant Group Company; and (ii) not make (and will procure that its officers and employees will not make) any admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent name of the Vendor; (2) Beneficiary at the Vendor shall have sole Indemnifier’s own expense and take conduct of the defence any defence, dispute, compromise, or compromise appeal of the claim and as between of any incidental negotiations. The Beneficiary shall give the Vendor Indemnifier all reasonable cooperation, access and assistance for the Purchaser, the Vendor purposes of considering and resisting such claim. The Beneficiary shall have the sole right to any costs and damages awarded as a result; and (3) the Purchaser shall (and shall ensure that the relevant Group Company shall): (i) act in accordance with the instructions of the Vendor and provide the Vendor such assistance as it shall reasonably require, at the Vendor’s cost (provided such costs of the Purchaser and the relevant Group Company are properly incurred), employ separate counsel in respect of such claim and the conduct reasonable fees and expenses of such defence or compromise; (ii) take all reasonable steps counsel shall be to mitigate any loss suffered by it in that regard including, at the Vendor’s cost, any reasonable steps required by the Vendor; and (iii) keep the Vendor informed in a timely fashion account of the progress Indemnifier only where representation of other proceedings both the Indemnifier and Beneficiary by common counsel would be inappropriate due to any actual or actions in connection with potential conflicting interests between the claim; andIndemnifier and Beneficiary.‌

Conduct of Indemnity Claims. If at 20.1 The provisions of this clause 20 shall apply to any time the Purchaser or any Group Company becomes aware of any claim, action or demand claim made by a third party against the Purchaser Seller or any Group Company the Buyer which may result in the Purchaser bringing is reasonably expected will give rise to an Indemnity Claim (and hereinafter referred to as an Indemnity Claim). 20.2 The Indemnified Party shall within a reasonable period of time of becoming aware of the same inform the Indemnifier in writing of any claim by a third party which falls within clause 20. 1. For the avoidance of doubt a delay in giving such notice shall not discharge the Indemnity Claim but to the extent that such delay increases the loss, damage or expenses to the Indemnified Party, such loss, damage or expense shall not be recoverable from the Indemnifier. 20.3 Subject to the Indemnified Party being indemnified and secured to its reasonable satisfaction in accordance with clause 20.4 and subject to the provisions of sub-clause 20.3.3: 20.3.1 the Indemnified Party shall take such action and give such information and assistance as the Indemnifier may reasonably request in writing to avoid, dispute, resist, mitigate, compromise or defend any such Indemnity Claim and to appeal against any judgment given in respect thereof including (without limitation) applying to postpone so far as legally possible the Vendor payment of any Taxation; and 20.3.2 on the written request of the Indemnifier, allow the Indemnifier conduct of any legal proceedings of whatsoever nature arising out of any such Indemnity Claim (save “Proceedings”) provided that the Indemnifier shall keep the Indemnified Party fully informed at all times in respect of any Indemnity Claims under clauses 4.9.2 the Proceedings and 5.3.6(B)): (1) take or refrain from taking such actions as the Purchaser Indemnified Party may reasonably request from time to time. For this purpose, the Indemnified Party shall (at the Indemnifier’s expense) give or procure to be given to the Indemnifier all such reasonable assistance as the Indemnifier may reasonably require and shall procure that the relevant Group Company shall): (i) notify the Vendor in writing of the details of appoint such claim as soon as reasonably practicable solicitors and provide such information and access to personnel, premises, chattels, documents and records to the Vendor and its other professional advisers as they the Indemnifier may reasonably require relating to nominate with the action taken or proposed agreement of the Indemnified Party (such agreement not to be unreasonably withheld or delayed) to act on behalf of the Indemnified Party in accordance with the Indemnifier’s instructions. 20.3.3 Where any Proceedings are taken over by the Purchaser or Indemnifier in accordance with sub-clause 20.3.3: 20.3.3.1 the relevant Group CompanyIndemnifier shall keep the Indemnified Party fully and promptly informed of the Proceedings; and (ii) 20.3.3.2 the Indemnifier shall not make (and will procure that its officers and employees will not make) any admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of the Vendor; (2) the Vendor shall have sole conduct of the defence or compromise of the claim Third Party Claim which is the subject of Proceedings, nor agree to any matter in the conduct of such Proceedings which may affect the amount of the liability in connection with such Indemnity Claim without the prior approval of the Indemnified Party, such approval not to be unreasonably withheld or delayed, and as between provided always that, in the Vendor and event of the PurchaserIndemnified Party refusing approval of such settlement or compromise, the Vendor Indemnifier shall have the sole right to any costs and damages awarded as a result; and (3) the Purchaser shall (and shall ensure that the relevant Group Company shall): (i) act in accordance with the instructions of the Vendor and provide the Vendor such assistance as it shall reasonably require, at the Vendor’s cost (provided such costs of the Purchaser and the relevant Group Company are properly incurred), no liability in respect of the Indemnity Claim arising therefrom in excess of the figure at which they could have settled or compromised the relevant Indemnity Claim and the Indemnified Party shall be liable for any costs incurred since the proposed date of settlement or compromise. For the avoidance of doubt it shall be reasonable for the Indemnified Party to refuse its approval to any settlement or compromise of the Proceedings unless the terms of the settlement or compromise are themselves subject to the relevant indemnity. 20.4 Where the Indemnifier takes over the conduct of such defence any Proceedings pursuant to the provisions of sub-clause 20.3.3 the Indemnifier shall indemnify and secure the Indemnified Party to its reasonable satisfaction in respect of all past, present and future costs, charges, expenses, damages, counterclaims, Taxation and other awards which may be reasonably and properly incurred or compromise; (ii) take all reasonable steps to mitigate awarded against the Indemnified Party as a consequence of any loss suffered actions taken by it in that regard including, or at the Vendor’s cost, any reasonable steps required by the Vendor; and (iii) keep the Vendor informed in a timely fashion request of the progress of other proceedings or actions in connection with the claim; andIndemnifier pursuant to clause 20.3.

Conduct of Indemnity Claims. If at any time the Purchaser or any Group Company becomes aware of any claim, action or demand against the Purchaser or any Group Company which may result in the Purchaser bringing an Indemnity Claim against the Vendor (save in respect of any Indemnity Claims under clauses 4.9.2 and 5.3.6(B)): (1) the Purchaser shall (and shall procure that the relevant Group Company shall): (i) notify the Vendor in writing of the details of such claim as soon as reasonably practicable and provide such information and access to personnel, premises, chattels, documents and records to the Vendor and its professional advisers as they may reasonably require relating to the action taken or proposed to be taken by the Purchaser or the relevant Group Company; and (ii) not make (and will procure that its officers and employees will not make) any admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of the Vendor; (2) the Vendor shall have sole conduct of the defence or compromise of the claim and as between the Vendor and the Purchaser, the Vendor shall have the sole right to any costs and damages awarded as a result; and (3) the Purchaser shall (and shall ensure that the relevant Group Company shall): (i) act in accordance with the instructions of the Vendor and provide the Vendor such assistance as it shall reasonably require, at the Vendor’s cost (provided such costs of the Purchaser and the relevant 60 *** Confidential Treatment Requested Group Company are properly incurred), in respect of the conduct of such defence or compromise; (ii) take all reasonable steps to mitigate any loss suffered by it in that regard including, at the Vendor’s cost, any reasonable steps required by the Vendor; and (iii) keep the Vendor informed in a timely fashion of the progress of other proceedings or actions in connection with the claim; and