Common use of Conduct of Third Party Claims Clause in Contracts

Conduct of Third Party Claims. 16.2.1 If the matter or circumstance that may give rise to a Claim or Tax Claim is a result of or in connection with a claim by or liability to a third party (a “Third Party Claim”) then the Purchaser or other member of the Purchaser’s Group shall 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) but shall, so far as practicable, without prejudice to the rights of the insurers of the Purchaser’s Group, consult with the Seller and take reasonable account of the views of the Seller before taking any such action.

Appears in 2 contracts

Samples: Sale and Purchase Agreement, Sale and Purchase Agreement

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Conduct of Third Party Claims. 16.2.1 If the matter or circumstance that may give rise to a Claim or Tax Claim is a result of or in connection with a claim by or liability Liability to a third party (a “Third Party Claim”) then the Purchaser or other member of the Purchaser’s Group shall 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 Liability (including making counterclaims or other claims against third parties) (a “Third Party Proceeding”) but shall, so far as practicable, without prejudice to the rights of the insurers of the Purchaser’s Group, consult with the Seller and take reasonable account of the views of the Seller before taking any such action.:

Appears in 2 contracts

Samples: Asset Purchase Agreement (FXCM Inc.), Asset Purchase Agreement (FXCM Inc.)

Conduct of Third Party Claims. 16.2.1 8.5.1 If the matter or circumstance that may give giving rise to a Claim (i) any Claim, or Tax Claim (ii) any claim with respect to the liability described in item 3 of Schedule 7 (Specified Liabilities), is a result of of, or in connection with connected with, a claim by or liability to a any third party (a “Third Party Claim”) then ), the Purchaser or other member of the Purchaser’s Group shall be entitled, in its absolute discretionreasonable opinion, to take such action as it shall deem reasonably necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including including, without limitation, making counterclaims or other claims against third parties) but shall, so far as practicable, without prejudice to the rights of the insurers of the Purchaser’s Groupinsurers, consult with the Seller Sellers in connection with any such action and take give due consideration to any reasonable account recommendations of the views of the Seller before taking any such actionSellers.

Appears in 1 contract

Samples: Share Purchase Agreement (Sensata Technologies Holding N.V.)

Conduct of Third Party Claims. 16.2.1 If the matter or circumstance that may give rise to a Claim or Tax Claim is a result of or in connection with a claim by or liability to a third party (a “Third Party Claim”) then the Purchaser or other member of the Purchaser’s 's Group shall 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) but shall, so far as practicable, without prejudice to the rights of the insurers of the Purchaser’s 's Group, consult with the Seller and take reasonable account of the views of the Seller before taking any such action.

Appears in 1 contract

Samples: Sale and Purchase Agreement

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Conduct of Third Party Claims. 16.2.1 If the matter or circumstance that may give rise to a Claim or Tax Claim is a result of or in connection with a claim by or liability to a third party (a “Third Party Claim”) then the Purchaser or other member of the Purchaser’s Group shall be entitled, in its their absolute discretion, to take such action as it they 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) but shall, so far as practicable, without prejudice to the rights of the insurers of the Purchaser’s Group, consult with the Seller and take reasonable account of the views of the Seller before taking any such action.

Appears in 1 contract

Samples: www.rfchina.com

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