Common use of Conduct of Third Party Claims Clause in Contracts

Conduct of Third Party Claims. If either Party becomes aware of any claim or potential claim by a third party (a “Third Party Claim”), or of any other matter or circumstance, which in either case might result in a Claim being made against such Party, such Party shall: (a) promptly (and in any event within ten (10) Business Days of becoming aware of it) give notice of the Third Party Claim or other matter or circumstance to the other Party and ensure that the other Party and its Representatives are given all reasonable information and facilities to investigate such Third Party Claim, matter or circumstance; (b) not (and ensure that each of its Affiliates shall not) admit liability or make any agreement or compromise in relation to the Third Party Claim without prior written approval of the other Party; and (c) subject to the notifying Party or its relevant Affiliates being indemnified by the other Party against all reasonable out of pocket costs and expenses incurred in respect of that Third Party Claim, ensure that it and each of its Affiliates shall: (i) take any action as the other Party may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim; (ii) allow the other Party (if it elects to do so) to take over the conduct of all proceedings or negotiations arising in connection with the Third Party Claim (provided that the other Party may not admit liability nor make any agreement or compromise in relation to the Third Party Claim without prior written approval of the notifying Party, such approval not to be unreasonably withheld, unless the agreement or compromise imposes no ongoing obligations or liability on the notifying Party); and (iii) provide any information and assistance as the other Party may reasonably require in connection with the preparation for and conduct of any proceedings or negotiations relating to the Third Party Claim.

Conduct of Third Party Claims. If either Party becomes aware the matter or circumstance that may give rise to a Claim is a result of any claim or potential in connection with a claim by or Liability to a third party then the Purchaser or other member of the Purchaser’s Group shall, subject to the remaining provisions of this Clause 10.3, be entitled, in its absolute discretion, to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or Liability (including making counterclaims or other claims against third parties) (a “Third Party ClaimProceeding”)) but shall, or so far as practicable, without prejudice to the rights of any other matter or circumstance, which in either case might result in a Claim being made against such Party, such Party shallthe insurers of the Purchaser’s Group: (a) promptly (and in any event within ten (10) Business Days of becoming aware of it) give notice of 10.3.1 regularly consult with the Third Party Claim or other matter or circumstance to the other Party and ensure that the other Party and its Representatives are given all reasonable information and facilities to investigate such Third Party Claim, matter or circumstance; (b) not (and ensure that each of its Affiliates shall not) admit liability or make any agreement or compromise Seller in relation to the Third Party Claim without prior written approval of Proceeding; 10.3.2 upon reasonable request by the other Party; and (c) subject Seller disclose in writing to the notifying Party or its relevant Affiliates being indemnified by the other Party against Seller all reasonable out of pocket costs information and expenses incurred in respect of that Third Party Claim, ensure that it and each of its Affiliates shall: (i) take any action as the other Party may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim; (ii) allow the other Party (if it elects to do so) to take over the conduct of all proceedings or negotiations arising in connection with the Third Party Claim (provided that the other Party may not admit liability nor make any agreement or compromise in relation documents relating to the Third Party Claim Proceeding or matters which will or are likely to give rise to a Third Party Proceeding, and if requested by the Seller, give the Seller and its professional advisers reasonable access at reasonable times and on reasonable notice to the personnel of the Purchaser and to any relevant premises, documents and records under the power, possession or control of the Purchaser to enable the Seller and its professional advisers to interview such personnel, and to examine such claim, premises, documents and records and to take copies thereof at their own expense; and 10.3.3 the Purchaser shall not make any admission of liability or agreement or compromise with any third party in relation to a Third Party Proceeding where the admission of such liability or agreement or compromise exceeds the value of US$5,000,000 without the prior written approval consent of the notifying Party, Seller (such approval consent not to be unreasonably withheld, unless the agreement delayed or compromise imposes no ongoing obligations or liability on the notifying Partyconditioned); and (iii) provide any information and assistance as the other Party may reasonably require in connection with the preparation for and conduct of any proceedings or negotiations relating to the Third Party Claim.

Conduct of Third Party Claims. (a) If either Party the Mine Owner or the Operator (the "First Party") becomes aware of any matter that may result in a claim or potential claim being brought against it by a third party and which may reasonably lead to a claim against the other party (a “the "Second Party") (the "Third Party Claim”), or of any other matter or circumstance, which in either case might result in a Claim being made against such Party, such "): (i) the First Party shall: (a) promptly (, as soon as reasonably practicable, and in any event within ten five (105) Business Days of becoming aware of it) such matter, give notice in writing to the Second Party setting out all the details of which the First Party is aware of relating to the matter (the "Claim Notice"); (ii) within five (5) Business Days of receipt of the Claim Notice by the Second Party, the First Party and the Second Party shall meet to discuss in good faith the Third Party Claim or other matter or circumstance with a view to agreeing a common strategy in relation thereto; (iii) if the First Party and the Second Party do not agree a common strategy with respect to the other Third Party and ensure that Claim within 20 Business Days from the other Party and its Representatives are given all reasonable information and facilities date of the Claim Notice, then each such party shall be free to investigate act as it sees fit with respect to such Third Party Claim, matter or circumstance;provided always that, until the expiry of such period, the First Party shall: (bA) not (and ensure that each make no admission of its Affiliates shall not) admit liability liability, or make any agreement settle or compromise in relation to compromise, the Third Party Claim without the prior written approval consent of the other Second Party; and (cB) subject to the notifying Party or its relevant Affiliates being indemnified by the other Party against take all reasonable out of pocket costs and expenses incurred action to mitigate any loss that may arise in respect of that Third Party Claimany resulting claim. (b) If the Mine Owner and the Operator agree to join in litigation or settlement on the basis of a mutually approved strategy under clause 5.7(a), ensure that it and then the legal costs shall be shared between them equally. (c) Subject to clause 5.7(b), each of the Mine Owner and the Operator shall bear its Affiliates shall: (i) take any action as the other Party may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim; (ii) allow the other Party (if it elects to do so) to take over the conduct of all proceedings or negotiations arising in connection with the Third Party Claim (provided that the other Party may not admit liability nor make any agreement or compromise in relation to the Third Party Claim without prior written approval of the notifying Party, such approval not to be unreasonably withheld, unless the agreement or compromise imposes no ongoing obligations or liability on the notifying Party); and (iii) provide any information and assistance as the other Party may reasonably require in connection with the preparation for and conduct of any proceedings or negotiations own legal costs relating to the any Third Party Claim.

Conduct of Third Party Claims. If either Party becomes aware the matter or circumstance that may give rise to a claim against the Purchaser under this Agreement is a result of any claim or potential in connection with a claim by or liability to a third party (a “Third Party Claim”), or of any other matter or circumstance, which in either case might result in a Claim being made against such Party, such Party shallthen: (a) promptly (and in any event within ten (10) Business Days of becoming aware of it) give notice of the Third Party Claim or other matter or circumstance to the other Party and ensure that the other Party and its Representatives are given all reasonable information and facilities to investigate such Third Party Claim, matter or circumstance; (b) not (and ensure that each of its Affiliates shall not) admit liability or make any agreement or compromise 9.4.1 no admissions in relation to the Third Party Claim without prior written approval such third party claim shall be made by or on behalf of the other Party; andIndemnified Party and the claim shall not be compromised, disposed of or settled without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); (c) subject 9.4.2 if the Indemnifying Party acknowledges in writing its obligation to Indemnify the Indemnified Party hereunder against any Losses that may result from such third party claim, the Indemnifying Party shall be entitled at its own expense and in its absolute discretion, by notice in writing to the notifying Party or its relevant Affiliates being indemnified by the other Party against all reasonable out of pocket costs and expenses incurred in respect of that Third Party ClaimIndemnified Party, ensure that it and each of its Affiliates shall: (i) to take any such action as the other Party may reasonably request it shall deem necessary to avoid, dispute, deny, defend, resist, dispute, appeal, compromise or defend contest such claim or liability (including, without limitation, making counterclaims or other claims against third parties) in the Third name of and on behalf of the Indemnified Party Claim; (ii) allow the other Party (if it elects and to do so) to take over have the conduct of all proceedings any related proceedings, negotiations or negotiations arising in connection with the Third Party Claim (provided that the other Party may not admit liability nor make any agreement or compromise in relation to the Third Party Claim without prior written approval of the notifying Party, such approval not to be unreasonably withheld, unless the agreement or compromise imposes no ongoing obligations or liability on the notifying Party)appeals; and (iii) provide 9.4.3 the Indemnified Party shall, and the Indemnified Party shall procure any information other members of its group to, give, subject to their being paid by the Indemnifying Party all reasonable costs and expenses, such Information and reasonable assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the other Indemnifying Party may reasonably request, subject to the Indemnifying Party agreeing in such form as the Indemnified Party may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in connection with question unless the preparation for and conduct of any proceedings or negotiations relating to the Third Indemnified Party Claimhas agreed otherwise in writing.

Conduct of Third Party Claims. If either the matter or circumstance that may give rise to a Claim against one Party becomes aware is a result of any claim or potential in connection with a claim by a third party (amongst Purchaser or any of its Affiliates or their respective Representatives) (a “Third Party Claim”), or of any ) then: 15.1 the other matter or circumstance, which in either case might result in a Claim being made against such Party, Party shall consult with such Party shall: (a) promptly (and in any event within ten (10) Business Days of becoming aware of it) give notice relation to the conduct of the Third Party Claim or other matter or circumstance and shall take reasonable account of the views of such Party before taking any action in relation to the other Party and ensure that the other Party and its Representatives are given all reasonable information and facilities to investigate such Third Party Claim, matter or circumstance; (b) not (and ensure that each of its Affiliates shall not) admit liability or make any agreement or compromise 15.2 no admissions in relation to the Third Party Claim without prior written approval shall be made by or on behalf of the other Party; and (c) subject to the notifying Party or its relevant Affiliates being indemnified and the Third Party Claim shall not be compromised, disposed of or settled without the prior written consent of such Party; 15.3 such Party shall be entitled at its own expense and in its absolute discretion, by notice in writing to the other Party, to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim (including making counterclaims or other claims against third parties) in the name of and on behalf of the other Party against all reasonable out and to conduct any related proceedings, negotiations or appeals; 15.4 if such Party sends a notice to the other Party pursuant to paragraph 15.4 of pocket costs this Schedule 7, (a) the other Party shall, and expenses incurred in respect of its shall procure that Third Party Claim, ensure that it and each of its Affiliates shall: (i) take give, subject to it being paid all reasonable out-of-pocket costs and expenses, all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any action assets, accounts, documents and records, as such Party may reasonably request, including instructing such professional or legal advisors as such Party may nominate to act on behalf of the other Party may reasonably request and its Affiliates concerned but in accordance with such Party’s instructions; (ii) let such Party assume and control the conduct of the Third Party Claim; and (iii) if the Third Party Claim is wholly rejected by the court or arbitrator, indemnify, defend and hold harmless such Party against all costs and expenses (including legal and professional costs and expenses) that such Party incurs as a result of such Party assuming conduct of the Third Party Claim; and (b) such Party shall: (i) consult with the other Party and take reasonable account of the views of other Party before taking any action in relation to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim; (ii) allow keep the other Party (if it elects to do so) to take over the conduct informed of all proceedings or negotiations arising in connection with the Third Party Claim (provided that the other Party may not admit liability nor make any agreement or compromise in relation relevant matters relating to the Third Party Claim without prior written approval of the notifying Party, such approval not and shall promptly forward or procure to be unreasonably withheld, unless forwarded to other Party copies of all correspondence and other written communications relating to the agreement or compromise imposes no ongoing Third Party Claim except for those correspondences and documents that may be subject to any confidentiality obligations or liability on the notifying Party)preservation of any rights of legal privilege; and (iii) provide not make any information and assistance as settlement or compromise of the Third Party Claim without the written consent of the other Party, such consent not to be unreasonably withheld conditioned or delayed; provided that if the other Party may reasonably require in connection with or any of its Affiliates fails to consent to a settlement or compromise, the preparation for maximum liability of such Party shall (but subject to and conduct of any proceedings or negotiations relating without prejudice to the Third other provisions of this Schedule 7) not exceed the full amount of the proposed settlement or compromise and the other Party Claimand its Affiliates shall (subject to the foregoing) be liable for any damages awarded in excess of the proposed settlement or compromise and costs incurred from (and including) the date such Party notified the other Party of the settlement or compromise.

Conduct of Third Party Claims. If either Party becomes aware of any claim there is a written claim, action or potential claim proceedings instituted by a third party (a “Third Party Claim”), or ) giving rise to Losses that may be the subject matter of any other matter or circumstance, which in either case might result in a Claim being made against such Party, such Party shallunder this Agreement then the following provisions shall apply: (a) promptly (and in any event the Indemnified Party shall notify the Indemnifying Party within ten (10) 20 Business Days of becoming aware receipt of it) give notice of the Third Party Claim or other matter or circumstance to the other Party and ensure that the other Party and its Representatives are given all reasonable information and facilities to investigate such Third Party Claim, matter or circumstance; (b) not (and ensure that each of its Affiliates shall not) admit liability or make any agreement or compromise in relation to the Third Party Claim without prior written approval of the other Party; and (c) subject to the notifying Party or its relevant Affiliates being indemnified by the other Party against all reasonable out of pocket costs and expenses incurred in respect of that Third Party Claim, ensure that it and each of its Affiliates shall: (i) take any action as the other Party may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim; (iib) allow the other Indemnifying Party shall have the right (if it elects but not the obligation), by notification to do so) the Indemnified Party which must be made within 20 Business Days of receipt by the Indemnifying Party of the notice in(a)above, at its expense, to take over undertake, with counsel of its own choosing reasonably satisfactory to the conduct Indemnified Party, the defense of all proceedings any Third Party Claim asserted or negotiations arising initiated in connection with respect of the Third Party Claim (provided that Claim. In each case, the Parties will cooperate with each other in the preparation for and the prosecution of the defense of such Third Party may Claim, including making available to each other evidence and witnesses involved in such claim, action, suit or proceeding, in each case as needed for such defense. In the event the Indemnifying Party elects to assume the defense of a claim, the Indemnifying Party shall not admit accept any settlement, compromise or admission of liability nor make any agreement or compromise in relation to of the Third Party Claim without the prior written approval of the notifying Indemnified Party; (c) In the event that the Indemnifying Party (i) does not undertake the defense of any claim, action, suit or proceeding within 20 Business Days after the Indemnified Party has given the notice; or (ii) has not contested said notice from the Indemnified Party, the Indemnified Party shall properly and diligently defend such approval Third Party Claim. The Indemnified Party shall not to be unreasonably withheldaccept any settlement, unless the agreement compromise or compromise imposes no ongoing obligations or admission of liability on the notifying Party); and (iii) provide any information and assistance as the other Party may reasonably require in connection with the preparation for and conduct of any proceedings or negotiations relating to the Third Party ClaimClaim without the prior written approval of the Indemnified Party.

Conduct of Third Party Claims. If either Party becomes aware the matter or circumstance that may give rise to a claim against any Seller under this Agreement or any Transfer Documents is a result of any claim or potential in connection with a claim by or liability to a third party (a “Third Party Claim”), or of any other matter or circumstance, which in either case might result in a Claim being made against such Party, such Party shallthen: (a) promptly (and 9.6.1 until the due date for the acknowledgement specified in any event within ten (10) Business Days of becoming aware of it) give notice of the Third Party Claim or other matter or circumstance to the other Party and ensure that the other Party and its Representatives are given all reasonable information and facilities to investigate such Third Party ClaimClause 9.6.2 below, matter or circumstance; (b) not (and ensure that each of its Affiliates shall not) admit liability or make any agreement or compromise no admissions in relation to the Third Party Claim without prior written approval such third party claim shall be made by or on behalf of the Purchaser or any other Partymember of the Purchaser’s Group or any Company and the claim shall not be compromised, disposed of or settled without the written consent of the Sellers but the Purchaser shall during such period be entitled to pursue such third party claim and, if the Sellers send an acknowledgement of such third party claim in accordance with Clause 9.6.2, any expenses incurred by the Purchaser in relation thereto during such period shall also be indemnified in accordance with this Clause 9.6; and (c9.6.2 if, within 60 days after receipt of notice of a third party claim in accordance with Clause 9.2, the relevant Seller(s) subject acknowledges in writing to the notifying Party Purchaser that such Seller(s) will indemnify the Purchaser or its relevant Affiliates being indemnified by other member of the other Party Purchaser’s Group or any Company concerned against all reasonable out of pocket costs Losses relating to such third party claim, such Seller(s) shall be entitled at its own expense and expenses incurred in respect of that Third Party Claim, ensure that it and each of its Affiliates shall: (i) absolute discretion to take any such action as the other Party may reasonably request it shall deem necessary to avoid, dispute, deny, defend, resist, dispute, appeal, compromise or defend contest such claim or liability (including, without limitation, making counterclaims or other claims against third parties) in the Third Party Claim; (ii) allow name of and on behalf of the Purchaser or other Party (if it elects member of the Purchaser’s Group or any Company concerned and to do so) to take over have the conduct of all proceedings any related proceedings, negotiations or negotiations arising in connection with the Third Party Claim appeals; provided, however, that any compromise or settlement involving (provided that the other Party may not admit liability nor make any agreement or compromise in relation to the Third Party Claim without prior written approval A) non-monetary obligations of the notifying PartyPurchaser or other member of the Purchaser’s Group or (B) monetary obligations in excess of the limitation set forth in Clause 8.3, shall require the consent of the Purchaser (such approval consent not to be unreasonably withheld, unless the agreement or compromise imposes no ongoing obligations or liability on the notifying Party); and (iii) provide any information and assistance as the other Party may reasonably require in connection with the preparation for and conduct of any proceedings or negotiations relating to the Third Party Claim.