Common use of Notification and conduct of claims Clause in Contracts

Notification and conduct of claims. 7.1 The Investor Director will, as soon as reasonably practicable and to the extent not prohibited by applicable law or legal process, notify the Company in writing of any Claim which may give rise to a claim or demand by the Investor Director against the Company under this Agreement setting out as much information as is available to the Investor Director (including details of the person(s) making the Claim, the circumstances which gave rise to it and an estimate of the amount of the Claim), provided that a delay in giving such notification shall not deprive the Investor Director of any right to be indemnified under this Agreement unless, and then only to the extent that, (a) such delay is materially prejudicial to the defence of such Claim, or (b) such claim or demand by the Investor Director against the Company as regards a Claim which has been settled without the Company’s prior written consent which was not unreasonably withheld, delayed or conditioned. 7.2 The Company shall not settle, compromise or consent to any Claim, including, without limitation, any Claim in which it takes the position that the Investor Director is not entitled to indemnification in connection with such settlement, nor shall the Company settle any claim which would impose any fine or impose any obligation on the Investor Director or which would not otherwise provide the Investor Director with an express, unconditional and final release from all Claims, in each case, without the Investor Director’s prior written consent. The Investor Director shall not unreasonably withhold, delay or condition its consent to any proposed settlement. 7.3 The Company shall be entitled by notice to the Investor Director to assume sole conduct of all matters relating to any Claim in accordance with the provisions of Clause 6.2. 7.4 The Investor Director shall do all such things as the Company may reasonably request in order to permit the Company fully to exercise its rights under Clauses 7.2 and 7.3, and in particular shall: 7.4.1 provide the Company with such information and copies of such documents relating to any Claim as the Company may reasonably request; 7.4.2 not, without the prior written consent of the Company, make any admission in relation to any Claim, nor settle, compromise or consent to the entry of any judgment (or offer to do so), with respect to any Claim; and 7.4.3 assist the Company as it may require in resisting, defending or settling such Claim. 7.5 Without prejudice to Clause 7.2, if the Investor Director is notified in advance of the Company’s intention to settle or compromise a Claim and reasonably objects to the terms of such settlement or compromise, the Investor Director shall have the right to assume the conduct of the defence of the Claim unless the terms thereof provide the Investor Director with an express, unconditional and final release from all claims.

Notification and conduct of claims. 7.1 The Investor Director willOfficer will promptly, as soon as reasonably practicable and to in any event within ten (10) Business Days of the extent not prohibited by applicable law or legal processdate on which the Officer becomes aware of a Claim, notify the Company in writing of any Claim which may give rise to a claim or demand by the Investor Director Officer against the Company under this Agreement Deed setting out as much information as is available to the Investor Director Officer (including details of the person(s) making the Claim, the circumstances which gave rise to it and an estimate of the amount of the Claim), provided that a delay in giving such notification shall not deprive the Investor Director of any right to be indemnified under this Agreement unless, and then only to the extent that, (a) such delay is materially prejudicial to the defence of such Claim, or (b) such claim or demand by the Investor Director against the Company as regards a Claim which has been settled without the Company’s prior written consent which was not unreasonably withheld, delayed or conditioned. 7.2 The Company shall not be entitled, at its sole discretion, to settle, compromise or consent to the entry of any Claim, including, without limitation, judgment with respect to any Claim in which it takes without any prior notification to the position that the Investor Director is not entitled Officer of its intention to indemnification in connection with such settlement, nor shall the Company settle any claim which would impose any fine or impose any obligation on the Investor Director or which would not otherwise provide the Investor Director with an express, unconditional and final release from all Claims, in each case, without the Investor Director’s prior written consent. The Investor Director shall not unreasonably withhold, delay or condition its consent to any proposed settlementdo so. 7.3 The Company shall be entitled at any time by notice to the Investor Director Officer to assume sole conduct of all matters relating to any Claim in accordance with (including the provisions conduct of Clause 6.2any counterclaim or related claim against any person). 7.4 The Investor Director Officer shall do all such things as the Company may reasonably request in order to permit the Company fully to exercise its rights under Clauses 7.2 and 7.3, and in particular shall: 7.4.1 provide the Company with such information and copies of such documents relating to any Claim as the Company may reasonably request; 7.4.2 not, without the prior written consent of the Company, make any admission in relation to any Claim, nor settle, compromise or consent to the entry of any judgment (or offer to do so), with respect to any Claim; and; 7.4.3 assist the Company as it may require in resisting, defending or settling such Claim; 7.4.4 allow the Company to take such actions which the Company may deem appropriate in relation to any Claim in the name and on behalf of the Officer, including appointing and giving instructions to legal counsel and any other professional advisers, under the Company’s sole instructions and commencing and taking any step in any proceedings (including making any admission and lodging any appeal); and 7.4.5 use reasonable endeavours to mitigate any loss suffered by the Officer in respect of the Claim. 7.5 Without prejudice to Clause 7.2, if the Investor Director Officer is notified in advance of the Company’s intention to settle or compromise a Claim and reasonably objects to the terms of such settlement or compromise, or if the Investor Director shall have Officer does not comply with his obligations under Clauses 7.1 and 7.4, the right Company may, on giving notice to the Officer, require the Officer to assume the sole conduct of the defence of the Claim. 7.6 If: 7.6.1 the Officer fails to comply with his obligations under Clause 7 in any material respect and the ability of the Company to investigate, defend, satisfactorily settle or compromise or take any other action in respect of a Claim unless is thereby materially prejudiced; or 7.6.2 the terms thereof provide Company gives notice under Clause 7.5, the Investor Director Officer’s right under Clause 2 to be indemnified in respect of the relevant Claim shall cease to have effect. 7.7 For the avoidance of doubt, after notice has been given by the Company to the Officer of its election to assume the conduct of matters relating to a Claim in accordance with an expressthe provisions of Clause 7.3, unconditional or after notice has been given by the Company to the Officer requiring the Officer to assume the sole conduct of all matters relating to a Claim pursuant to Clause 7.5, the Company will not be liable to the Officer for any legal and final release from all claimsany other expenses subsequently incurred by the Officer in connection with the Claim.

Notification and conduct of claims. 7.1 The Investor 4.1 If the Director willreceives any demand relating to any Claim or becomes aware of any circumstances which might give rise to the Company being required to indemnify the Director under Clause 2.1 and before incurring any costs, charges or expenses in respect of any Claim (including, but not limited to, securing legal representation), the Director shall: (a) as soon as reasonably practicable and practicable, give written notice of the circumstances to the extent not prohibited by applicable law or legal processCompany, notify as well as any other information which the Company in writing of any Claim which may give rise reasonably request from time to a claim or demand by the Investor Director against the Company under this Agreement setting out as much information as is available to the Investor Director (including details of the person(s) making the Claim, the circumstances which gave rise to it and an estimate of the amount of the Claim), provided that a delay in giving such notification shall not deprive the Investor Director of any right to be indemnified under this Agreement unless, and then only to the extent that, (a) such delay is materially prejudicial to the defence of such Claim, or time; (b) such claim or demand take all reasonable action to mitigate any Liability suffered by him in respect of the Investor Director against the Company as regards a Claim which has been settled without the Company’s prior written consent which was not unreasonably withheld, delayed or conditioned. 7.2 The Company shall not settle, compromise or consent to any Claim, including, without limitation, any Claim in which it takes the position that the Investor Director is not entitled to indemnification in connection with such settlement, nor shall the Company settle any claim which would impose any fine or impose any obligation on the Investor Director or which would not otherwise provide the Investor Director with an express, unconditional and final release from all Claims, in each case, without the Investor Director’s prior written consent. The Investor Director shall not unreasonably withhold, delay or condition its consent to any proposed settlement. 7.3 The Company shall be entitled by notice circumstances giving rise to the Investor Director to assume sole conduct of all matters relating to any Claim in accordance with the provisions of Clause 6.2.Claim; 7.4 The Investor Director shall do (c) take all such things action as the Company may reasonably request to avoid, dispute, resist, appeal or defend any claim and shall not make any admission of liability, agreement or compromise with any person in order to permit the Company fully to exercise its rights under Clauses 7.2 and 7.3, and in particular shall: 7.4.1 provide the Company with such information and copies of such documents relating relation to any Claim as the Company may reasonably request; 7.4.2 not, without the prior written consent of the Company, make any admission such consent not to be unreasonably withheld; (d) forward all documents received by the Director in relation to any Claim, nor settle, compromise or consent respect of the Claim to the entry of any judgment Company as soon as reasonably practicable following receipt; (or offer to do so), with respect to any Claim; and 7.4.3 e) assist the Company as it may reasonably require in resisting, defending or settling the Claim; and (f) provide to the Company such information about the nature and amount of costs incurred by the Director in respect of a Claim as the Company may reasonably request. 4.2 Notwithstanding the provisions of Clause 4.1, the Director shall not be required to provide any documents or information which are personal to or which are otherwise prepared exclusively for the personal use of the director to the Company where doing so would result in a loss of privilege in such documents or information. 4.3 The Company or a Subsidiary (as the case may be) will be entitled to take over, negotiate and conduct in the Director’s name the defence or settlement of any Claim or to prosecute in his name for its own benefit any proceedings relating to a Claim. 7.5 Without prejudice to 4.4 If the Company or a Subsidiary exercises its rights under Clause 7.2, if the Investor Director is notified in advance of the Company’s intention to settle or compromise a Claim and reasonably objects to the terms of such settlement or compromise4.3, the Investor Company shall: (a) consult with the Director shall have the right in relation to assume the conduct of the defence Claim or proceedings on aspects of the Claim unless or proceedings materially relevant to the terms thereof Director and keep the Director reasonably informed of material developments in the Claim or proceedings, provided that the Company or Subsidiary shall be under no obligation to provide any information the Investor provision of which is reasonably likely to adversely affect the Company’s or Subsidiary’s ability to claim in respect of the relevant loss under any applicable policy of insurance; (b) take into account the Director’s reasonable requests related to the Claim or proceedings (including any settlement) on issues which may be reasonably likely to result in material damage to the Director’s reputation; and (c) have full discretion in the conduct or settlement of any Claim or proceedings relating to such Claim provided the Director is not required to make any contribution to the settlement and the settlement contains no admission of liability by the Director. 4.5 Any failure by the Director to comply with an express, unconditional and final release from all claimsthe provisions of this Clause 4 shall not relieve the Company of any obligations under this deed except to the extent that the Company is prejudiced thereby.

Notification and conduct of claims. 7.1 The Investor Director will4.1 If the [Director/Officer] receives any demand relating to any Claim or becomes aware of any circumstances which might or may reasonably be expected to give rise to the Company being required to indemnify the [Director/Officer] under clause 2.1 and before incurring any costs, charges or expenses in respect of any Claim (including, but not limited to, securing legal representation), the [Director/Officer] shall: (a) as soon as reasonably practicable and practicable, give written notice of the circumstances to the extent not prohibited by applicable law or legal processCompany, notify as well as any other information which the Company in writing of any Claim which may give rise reasonably request from time to a claim or demand by the Investor Director against the Company under this Agreement setting out as much information as is available to the Investor Director (including details of the person(s) making the Claim, the circumstances which gave rise to it and an estimate of the amount of the Claim), provided that a delay in giving such notification shall not deprive the Investor Director of any right to be indemnified under this Agreement unless, and then only to the extent that, (a) such delay is materially prejudicial to the defence of such Claim, or time; (b) such claim or demand take all reasonable action to mitigate any Liability suffered by him in respect of the Investor Director against the Company as regards a Claim which has been settled without the Company’s prior written consent which was not unreasonably withheld, delayed or conditioned. 7.2 The Company shall not settle, compromise or consent to any Claim, including, without limitation, any Claim in which it takes the position that the Investor Director is not entitled to indemnification in connection with such settlement, nor shall the Company settle any claim which would impose any fine or impose any obligation on the Investor Director or which would not otherwise provide the Investor Director with an express, unconditional and final release from all Claims, in each case, without the Investor Director’s prior written consent. The Investor Director shall not unreasonably withhold, delay or condition its consent to any proposed settlement. 7.3 The Company shall be entitled by notice circumstances giving rise to the Investor Director to assume sole conduct of all matters relating to any Claim in accordance with the provisions of Clause 6.2.Claim; 7.4 The Investor Director shall do (c) take all such things action as the Company may reasonably request to avoid, dispute, resist, appeal or defend any claim and shall not make any admission of liability, agreement or compromise with any person in order to permit the Company fully to exercise its rights under Clauses 7.2 and 7.3, and in particular shall: 7.4.1 provide the Company with such information and copies of such documents relating relation to any Claim as the Company may reasonably request; 7.4.2 not, without the prior written consent of the Company, make any admission such consent not to be unreasonably withheld; (d) forward all documents received by the [Director/Officer] in relation to any Claim, nor settle, compromise or consent respect of the Claim to the entry of any judgment Company as soon as reasonably practicable following receipt; (or offer to do so), with respect to any Claim; and 7.4.3 e) assist the Company as it may reasonably require in resisting, defending or settling the Claim; and (f) provide to the Company such information about the nature and amount of costs incurred by the [Director/Officer] in respect of a Claim as the Company may reasonably request. 4.2 Notwithstanding the provisions of clause 4.1, the [Director/Officer] shall not be required to provide any documents or information to the Company where doing so would result in a loss of privilege in such documents or information. 4.3 The Company or a Subsidiary (as the case may be) will be entitled to take over, negotiate and conduct in the [Director’s/Officer’s] name the defence or settlement of any Claim or to prosecute in his name for its own benefit any proceedings relating to a Claim. 7.5 Without prejudice to Clause 7.2, if 4.4 If the Investor Director is notified in advance of the Company’s intention to settle Company or compromise a Claim and reasonably objects to the terms of such settlement or compromiseSubsidiary exercises its rights under clause 4.3, the Investor Director shall have Company shall: (a) consult with the right [Director/Officer] in relation to assume the conduct of the defence Claim or proceedings on aspects of the Claim unless or proceedings materially relevant to the terms thereof [Director/Officer] and keep the [Director/Officer] reasonably informed of material developments in the Claim or proceedings, provided that the Company or Subsidiary shall be under no obligation to provide any information the Investor Director provision of which is reasonably likely to adversely affect the Company’s or Subsidiary’s ability to claim in respect of the relevant loss under any applicable policy of insurance; (b) take into account the [Director’s/Officer’s] reasonable requests related to the Claim or proceedings (including any settlement) on issues which may be reasonably likely to result in material damage to the [Director’s/Officer’s] reputation; and (c) have full discretion in the conduct or settlement of any Claim or proceedings relating to such Claim provided the [Director/Officer] is not required to make any contribution to the settlement and the settlement contains no admission of liability by the [Director/Officer]. 4.5 Any failure by the [Director/Officer] to comply with an express, unconditional and final release from all claimsthe provisions of this clause 4 shall not relieve the Company of any obligations under this deed except to the extent that the Company is prejudiced thereby.

Notification and conduct of claims. 7.1 The Investor Director will, 4.1 If the Company or the Purchaser (as the case may be) shall become aware of a Claim for Taxation relevant for the purposes of this Deed it shall as soon as reasonably practicable (and in the case of an assessment to or an actual demand for payment of Taxation, in any event within 21 days thereafter) give written notice thereof to the extent not prohibited by applicable law or legal process, notify Covenantor. 4.2 If the Covenantor shall indemnify and secure the Company in writing of any Claim and/or the Purchaser (as the case may be) to its reasonable satisfaction against all liabilities, costs, damages or expenses which may give rise to be incurred thereby including any additional Claim for Taxation but (except in a claim or demand case where the Taxation the subject of the Claim must be paid before the action requested by the Investor Director against the Company under this Agreement setting out as much information as is available to the Investor Director (including details of the person(sCovenantor in respect thereof can be taken) making the Claim, the circumstances which gave rise to it and an estimate of excluding the amount of Taxation in dispute the Claim), provided Purchaser shall take and shall procure that a delay in giving such notification shall not deprive the Investor Director of any right to be indemnified under this Agreement unless, and then only to the extent that, (a) such delay is materially prejudicial to the defence of such Claim, or (b) such claim or demand by the Investor Director against the Company as regards a Claim which has been settled without the Company’s prior written consent which was not unreasonably withheld, delayed or conditioned. 7.2 The Company shall not settle, compromise or consent to any Claim, including, without limitation, any Claim in which it takes the position that the Investor Director is not entitled to indemnification take such action and give such information and assistance in connection with such settlement, nor shall the Company settle any claim which would impose any fine or impose any obligation on the Investor Director or which would not otherwise provide the Investor Director with an express, unconditional and final release from all Claims, in each case, without the Investor Director’s prior written consent. The Investor Director shall not unreasonably withhold, delay or condition its consent to any proposed settlement. 7.3 The Company shall be entitled by notice to the Investor Director to assume sole conduct of all matters relating to any Claim in accordance with the provisions of Clause 6.2. 7.4 The Investor Director shall do all such things affairs as the Company Covenantor may reasonably request in order writing be given to permit the Company fully or the Purchaser to exercise avoid, dispute, defend, resist, appeal or compromise any Claim (such a Claim where action is so requested being hereinafter referred to as a "Dispute") including but not limited to applying to postpone (so far as legally possible) the payment of any Taxation and/or allowing the Covenantor to undertake at its rights under Clauses 7.2 and 7.3, and own expense the conduct of all or any proceedings of whatsoever nature arising in particular shall:connection with the Claim in question PROVIDED THAT 7.4.1 provide 4.2.1 neither the Company with such information and copies nor the Purchaser shall be obliged to appeal against any Claim for Taxation if having given the Covenantor written notice of the receipt of such documents relating to any Claim as the Purchaser or the Company may reasonably request; 7.4.2 not, without has not within 14 Business Days thereafter received instructions in writing from the prior written consent of the Company, make any admission in relation to any Claim, nor settle, compromise Covenantor or consent to the entry of any judgment (or offer its duly authorised agents above to do so), with respect to any Claim; and 7.4.3 assist the Company as it may require in resisting, defending or settling such Claim4. 7.5 Without prejudice to Clause 7.2, if the Investor Director is notified in advance of the Company’s intention to settle or compromise a Claim and reasonably objects to the terms of such settlement or compromise, the Investor Director shall have the right to assume the conduct of the defence of the Claim unless the terms thereof provide the Investor Director with an express, unconditional and final release from all claims.

Notification and conduct of claims. 7.1 The Investor 5.1 Where the Director willbecomes aware of any Proceedings giving rise to, or any circumstances which may reasonably be expected to give rise to, an Indemnity Claim and before incurring any costs, charges or expenses in respect of any such Proceedings or circumstances (including, but not limited to, securing legal representation), the Director shall: (a) as soon as reasonably practicable and practicable, give written notice of the Proceedings or circumstances to the extent not prohibited by applicable law or legal processCompany, notify as well as any other information which the Company in writing of any Claim which may give rise reasonably request from time to a claim or demand by the Investor Director against the Company under this Agreement setting out as much information as is available to the Investor Director (including details of the person(s) making the Claim, the circumstances which gave rise to it and an estimate of the amount of the Claim), provided that a delay in giving such notification shall not deprive the Investor Director of any right to be indemnified under this Agreement unless, and then only to the extent that, (a) such delay is materially prejudicial to the defence of such Claim, or time; (b) such claim or demand take all reasonable action to mitigate any Loss suffered by the Investor Director against in respect of the Company as regards a Claim which has been settled without the Company’s prior written consent which was not unreasonably withheld, delayed Proceedings or conditioned.circumstances; 7.2 The Company shall not settle, compromise or consent to any Claim, including, without limitation, any Claim in which it takes the position that the Investor Director is not entitled to indemnification in connection with such settlement, nor shall the Company settle any claim which would impose any fine or impose any obligation on the Investor Director or which would not otherwise provide the Investor Director with an express, unconditional and final release from all Claims, in each case, without the Investor Director’s prior written consent. The Investor Director shall not unreasonably withhold, delay or condition its consent to any proposed settlement. 7.3 The Company shall be entitled by notice to the Investor Director to assume sole conduct of all matters relating to any Claim in accordance with the provisions of Clause 6.2. 7.4 The Investor Director shall do (c) take all such things action as the Company may reasonably request to avoid, dispute, resist, appeal or defend any claim and not make any admission of liability, agreement or compromise with any person in order to permit the Company fully to exercise its rights under Clauses 7.2 and 7.3, and in particular shall: 7.4.1 provide the Company with such information and copies of such documents relating relation to any Claim as the Company may reasonably request; 7.4.2 not, Proceedings without the prior written consent of the Company, make any admission Company (such consent not to be unreasonably withheld); ​ (d) forward all documents received by the Director in relation to any Claim, nor settle, compromise respect of the Proceedings or consent circumstances to the entry of any judgment Company as soon as reasonably practicable following receipt; (or offer to do so), with respect to any Claim; and 7.4.3 e) assist the Company as it may reasonably require in resisting, defending or settling the Proceedings; and (f) provide to the Company such Claiminformation about the nature and amount of costs incurred by the Director in respect of the Proceedings or circumstances as the Company may reasonably request. 7.5 Without prejudice 5.2 Any obligation on the Company to Clause 7.2make a payment to the Director pursuant to clause 2.1 or 4.1 is conditional upon the Director having made an application in writing to the Company supported by the production of documentation which, if in the Investor reasonable opinion of the Board, is satisfactory evidence that: (a) the relevant Loss has been, or is to be, suffered or incurred by the Director and of the date(s) on which it was, or is to be, suffered or incurred and that it falls within the scope of clause 2.1 or 4.1 (as applicable); and (b) any legal costs and expenses which are to be reimbursed were properly incurred and are reasonable in amount. 5.3 If the Board is satisfied that the conditions set out in clause 5.2 have been fulfilled, it shall: (a) in respect of a payment pursuant to clause 2.1, make a payment to the Director within 14 days; and (b) in respect of a loan pursuant to clause 4.1, lend such Loan Amounts to the Director within 14 days; in each case, of the receipt of the evidence referred to in clause 5. 5.4 Notwithstanding the provisions of clause 5.1 and 5.2, the Director shall not be required to provide any documents or information to the Company where doing so would result in a loss of privilege in such documents or information or where the Director is notified legally or contractually prevented from providing such documents or information. 5.5 The Company or a Subsidiary (as the case may be) will be entitled to take over, negotiate and conduct in advance the Director’s name the defence or settlement of any Proceedings giving rise to, or that may reasonably be expected to give rise to, an Indemnity Claim (or to prosecute in the CompanyDirector’s intention to settle name for its own benefit any such Proceedings). 5.6 If the Company or compromise a Claim and reasonably objects to the terms of such settlement or compromiseSubsidiary exercises its rights under clause 5.5, the Investor Company shall: (a) consult with the Director shall have the right in relation to assume the conduct of the defence relevant Proceedings on aspects of the Claim unless Proceedings materially relevant to the terms thereof Director and keep the Director reasonably informed of material developments in the Proceedings, provided that the Company or Subsidiary shall be under no obligation to provide any information the Investor provision of which is reasonably likely to adversely affect the Company’s or Subsidiary’s ability to claim in respect of the relevant loss under any applicable policy of insurance; (b) take into account the Director’s reasonable requests related to the Proceedings (including any settlement) on issues which may be reasonably likely to result in material damage to the Director’s reputation; and (c) have full discretion in the conduct or settlement of the Proceedings provided the Director is not required to make any contribution to the settlement and the settlement contains no admission of liability by the Director. 5.7 Any failure by the Director to comply with an express, unconditional and final release from all claimsthe provisions of this clause 5 shall not relieve the Company of any obligations under this Deed except to the extent that the Company is materially prejudiced by such failure.

Notification and conduct of claims. 7.1 The Investor 4.1 If the Director willbecomes aware of any matter which might or may reasonably be expected to give rise to a Claim, the Director shall: (a) as soon as reasonably practicable and practicable, give written notice to the extent not prohibited by applicable law or Company of the matter (stating in reasonable detail the nature of the matter) and consult with the Company with respect to the matter. If the matter has become the subject of any legal process, notify proceedings [s]he shall deliver the notice within sufficient time to enable the Company to contest the proceedings before any final judgment; (b) take all reasonable action to mitigate any Claim; (c) at the Company’s sole expense and subject to a full indemnity from the Company in writing of any Claim which respect thereof in such terms as [s]he may reasonably require: (i) take such action and institute such proceedings and give rise to a claim or demand by the Investor Director against the Company under this Agreement setting out as much such information as is available to the Investor Director (including details of the person(s) making the Claim, the circumstances which gave rise to it and an estimate of the amount of the Claim), provided that a delay in giving such notification shall not deprive the Investor Director of any right to be indemnified under this Agreement unless, and then only to the extent that, (a) such delay is materially prejudicial to the defence of such Claim, or (b) such claim or demand by the Investor Director against the Company as regards a Claim which has been settled without the Company’s prior written consent which was not unreasonably withheld, delayed or conditioned. 7.2 The Company shall not settle, compromise or consent to any Claim, including, without limitation, any Claim in which it takes the position that the Investor Director is not entitled to indemnification in connection with such settlement, nor shall the Company settle any claim which would impose any fine or impose any obligation on the Investor Director or which would not otherwise provide the Investor Director with an express, unconditional and final release from all Claims, in each case, without the Investor Director’s prior written consent. The Investor Director shall not unreasonably withhold, delay or condition its consent to any proposed settlement. 7.3 The Company shall be entitled by notice to the Investor Director to assume sole conduct of all matters relating to any Claim in accordance with the provisions of Clause 6.2. 7.4 The Investor Director shall do all such things assistance as the Company may reasonably request in order require to permit enable the Company fully to exercise its dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against any person the rights under Clauses 7.2 and 7.3of the Director in relation to the matter; and (ii) in connection with any proceedings related to the matter, and in particular shall: 7.4.1 provide use professional advisers nominated by the Company with such information and copies of such documents relating to any Claim as and, if the Company may reasonably request;so requests, allow the Company, the applicable Associated Companies or its or their insurers to take over conduct and defense of the proceedings keeping [him/her] advised of progress and copied in material communications and issues; provided in each case that the Company shall not settle or compromise a matter that would materially adversely affect the reputation of the Director without first consulting with the Director; and 7.4.2 not, (d) not admit liability in respect of or settle the matter without the prior written consent of the Company, make any admission in relation such consent not to any Claim, nor settle, compromise or consent to the entry of any judgment (or offer to do so), be unreasonably withheld. 4.2 In making a determination with respect to any Claim; and 7.4.3 assist entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Director is entitled to indemnification under this agreement if the Director has submitted a notice to the Company as it may require in resistingaccordance with clause 4.1 of this agreement, defending or settling such Claim. 7.5 Without prejudice to Clause 7.2and the Company shall, if the Investor Director is notified in advance of the Company’s intention to settle or compromise a Claim and reasonably objects to the terms of such settlement or compromisefullest extent not prohibited by law, the Investor Director shall have the right burden of proof to assume overcome that presumption in connection with the conduct making by any person, persons or entity of the defence of the Claim unless the terms thereof provide the Investor Director with an express, unconditional and final release from all claimsany determination contrary to that presumption.