Common use of Notification and conduct of claims Clause in Contracts

Notification and conduct of claims. 7.6.1 If the Buyer becomes aware of a matter which might give rise to a Claim: (a) the Buyer shall promptly give written notice to the Guarantors of the matter, together with reasonable details of the nature of the Claim and a bona fide estimate of any alleged loss and shall consult the Guarantors with respect to the matter; (b) the Buyer will provide the Guarantors and its advisers full access to premises and personnel and to relevant assets, documents and records (in a manner an timing that will not determine a material detriment to the normal activity of the Companies) for the purposes of investigating the relevant Claim and enabling the Guarantors to take appropriate action in order to mitigate their liability; (c) the Buyer shall take any action and institute any proceedings, and give any information and assistance, as the Guarantors may reasonably request to: (i) avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the matter; (ii) enforce against third parties any of the Buyer’s rights in relation to the matter; and (iii) in connection with proceedings related to the matter against third parties, if the Seller so requests, allow the Guarantors the exclusive right to conduct the proceedings; provided that the Guarantors shall timely anticipate to the Buyer and to the relevant Company, as directed by the Buyer, any and all amounts payable in respect of such actions and proceedings, together with all reasonable costs that might be incurred as a result of a request or nomination by the Guarantors; 7.6.2 the Buyer shall not admit liability in respect of, or compromise or settle, the matter, and shall not pay any amount in respect of a Claim, without the prior written consent of the Guarantors (not to be unreasonably withheld or delayed), unless it would have a Material Adverse Effect on the Companies, in which case the Buyer shall consult with the Guarantors as to the alternative actions to be taken, and shall provide all reasonable cooperation, to protect the interest of the Guarantors. 7.6.3 If, during the period in which the Warranties and obligations of the Guarantors are valid and enforceable in accordance with this Agreement, there are newly enacted provisions of law which would allow the relevant Company to proceed with an amnesty or an alternative dispute resolution procedure in the field of taxation, administrative matters, social security or exchange control, including amnesties for real estate and building law violations, then the Buyer shall consult with the Guarantors and, if so required by any of the Guarantors, shall procure that the relevant Company shall take advantage of the benefits arising from the intervening legislation, provided that the Guarantors shall timely provide to the relevant Company, as directed by the Buyer, any and all amounts payable under the new legislation based on the amnesty or alternative dispute resolution procedure.

Notification and conduct of claims. 7.6.1 If 6.1 In the Buyer becomes aware event of any claim being made against the Company or any of the Subsidiaries in respect of a matter which might give rise to a Claimliability for Taxation the Company or that Subsidiary will: (a) as soon as practicable give notice of the Buyer shall promptly give written claim to the Sellers (such notice to the Guarantors be given in any event involving an assessment with a time limit for appeal no later than 7 days from receipt of the matter, together with reasonable details of the nature of the Claim and a bona fide estimate of any alleged loss and shall consult the Guarantors with respect to the matter;assessment or notice); and (b) supply the Buyer will provide Sellers with all information and particulars necessary to enable the Guarantors Sellers at their own expense and its advisers full access in the name of the Company or that Subsidiary to premises object to or contest the claim provided that the Sellers shall keep Parent and personnel and to relevant assets, documents and records (in a manner an timing the Company or that will not determine a material detriment Subsidiary fully informed about the conduct of the claim. Subject to the normal activity Company or that Subsidiary being indemnified to its reasonable satisfaction against all costs and disbursements of the Companies) for the purposes of investigating the relevant Claim and enabling the Guarantors to take appropriate action in order to mitigate their liability; (c) the Buyer shall take any action and institute any proceedings, and give any information and assistance, as the Guarantors may reasonably request to: (i) avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the matter; (ii) enforce against third parties any of the Buyer’s rights in relation to the matter; and (iii) in connection with any legal proceedings related to the matter against third parties, if the Seller so requests, allow the Guarantors the exclusive right to conduct the proceedings; provided that the Guarantors shall timely anticipate to the Buyer and to the relevant Company, as directed by the Buyer, any and all amounts payable which may be instituted in respect of such actions that claim, (including any additional liability to Taxation and proceedings, together with all reasonable costs that might any damages and expenses which may be incurred as in resisting that claim) the Company or that Subsidiary will not accept, pay or compromise any such claim without giving the Sellers an opportunity to resist it. 6.2 The Company or the relevant Subsidiary shall be free to pay or settle the claim in question and Parent may make a result claim under this schedule if within 14 days of a request the notice to the Sellers the Sellers fail to notify the Company or nomination that Subsidiary of their intention to dispute the claim or fail to comply with the provisions of this clause. 6.3 The Sellers shall not be entitled under clause 6.1 to object to or to contest the claim in question unless they have been advised by independent advisers reasonably acceptable to Parent, after disclosure of all relevant information and documents, that it is reasonable to resist the claim in the manner proposed by the Guarantors;Sellers. 7.6.2 6.4 No material communications, written or otherwise, pertaining to the Buyer claim in question shall not admit liability in respect ofbe sent to the Inland Revenue or other competent authority without having first been submitted to Parent and approved by it, or compromise or settle, the matter, and shall not pay any amount in respect of a Claim, without the prior written consent of the Guarantors (such approval not to be unreasonably withheld or delayed), unless it would have a Material Adverse Effect on the Companies, in which case the Buyer shall consult with the Guarantors as to the alternative actions to be taken, and shall provide all reasonable cooperation, to protect the interest of the Guarantors. 7.6.3 If, during the period in which the Warranties and obligations of the Guarantors are valid and enforceable in accordance with this Agreement, there are newly enacted provisions of law which would allow the relevant Company 6.5 Parent shall not be obliged to proceed with an amnesty or an alternative dispute resolution procedure in the field of taxation, administrative matters, social security or exchange control, including amnesties for real estate and building law violations, then the Buyer shall consult with the Guarantors and, if so required by any of the Guarantors, shall procure that the Company or the relevant Subsidiary compromises any claims if Parent takes the reasonable view that such compromises could have adverse effects for the Company shall take advantage on its future liability to Taxation or be materially prejudicial to its dealings with the Inland Revenue in which event the Sellers shall, if they desire, be discharged from all liabilities under this schedule in respect of the benefits arising from claim in question if they pay to Parent the intervening legislation, provided that the Guarantors shall timely provide to amount which the relevant Company, as directed by the Buyer, any and all amounts payable under the new legislation based on the amnesty authority has indicated it is prepared to accept in settlement or alternative dispute resolution procedurecompromise thereof.

Notification and conduct of claims. 7.6.1 8.1 If any member of the Buyer Buyer’s Group or the Company becomes aware of a matter which might give rise to a Claim: (a) any Claim for Tax, the Buyer shall promptly as soon as reasonably practicable, and in any event in the case of a Claim for Tax that requires action to be taken within a specified period, not later than 15 Business Days before the period ends, give notice, or shall procure that written notice is given, to the Guarantors Warrantors of the matter, together with reasonable details of the nature of the that Claim for Tax and a bona fide estimate of any alleged loss and shall consult the Guarantors with respect (subject to the matter; (b) the Buyer will provide the Guarantors and its advisers full access to premises and personnel and to relevant assets, documents and records (in a manner an timing that will not determine a material detriment to the normal activity of the Companies) for the purposes of investigating the relevant Claim and enabling the Guarantors to take appropriate action in order to mitigate their liability; (cparagraph 8.2) the Buyer shall take any (or procure that the Company shall take) such action and institute any proceedings, and give any information and assistance, as the Guarantors Warrantors may reasonably request to: (i) to avoid, dispute, resist, appeal, compromise, defend, remedy compromise or mitigate the matter;defend such claim for Tax. 8.2 The Buyer shall not be required to take any action pursuant to paragraph 8.1: (iia) enforce unless the Buyer and the Company is each promptly and fully indemnified to the Buyer’s reasonable satisfaction against third parties all losses, damages, costs and expenses that are or may be incurred in connection with any such action or proceedings as are referred to in paragraph 8.1; or (b) that involves contesting any Claim for Tax before any court or other appellate body (excluding the Taxation Authority that has made the Claim for Tax) unless the Warrantors furnish the Buyer with the written opinion of Tax Counsel of at least 5 years’ call to the effect that an appeal against the Claim for Tax in question is a reasonable course of action given the amounts involved and the likelihood of success; or (c) if the Buyer reasonably believes that the relevant action or proceedings is or are likely to affect materially adversely (as compared with the amount of the Claim for Tax) the future liability of the Buyer or the Company to Tax (save where the Buyer is fully indemnified to the Buyer’s reasonable satisfaction against such future liability). 8.3 If the Warrantors do not put the Buyer on written notice that they intend to request the Buyer to take action pursuant to paragraph 8.1 within fifteen (15) Business Days’ notice to it, or no such action is required to be taken by virtue of any of the Buyer’s rights in relation provisions of paragraph 8.2 (the Warrantors being allowed a reasonable period of time to satisfy the matter; and (iii) in connection with proceedings related to the matter against third partiesrequirements of paragraph 8.2), if the Seller so requests, allow the Guarantors the exclusive right to conduct the proceedings; provided that the Guarantors shall timely anticipate to the Buyer and to the relevant Company, as directed by the Buyer, any and all amounts payable in respect of such actions and proceedings, together with all reasonable costs that might be incurred as a result of a request or nomination by the Guarantors; 7.6.2 the Buyer shall not admit liability in respect of, be free to satisfy or compromise settle (or to allow the Company to satisfy or settle, the matter, and shall not pay any amount in respect of a Claim, without the prior written consent of the Guarantors (not to be unreasonably withheld or delayed), unless it would have a Material Adverse Effect on the Companies, in which case the Buyer shall consult with the Guarantors as to the alternative actions to be taken, and shall provide all reasonable cooperation, to protect the interest of the Guarantors. 7.6.3 If, during the period in which the Warranties and obligations of the Guarantors are valid and enforceable in accordance with this Agreement, there are newly enacted provisions of law which would allow ) the relevant Company to proceed with an amnesty or an alternative dispute resolution procedure Tax Liability on such terms as is reasonable in all the field of taxation, administrative matters, social security or exchange control, including amnesties for real estate and building law violations, then the Buyer shall consult with the Guarantors and, if so required by any of the Guarantors, shall procure that the relevant Company shall take advantage of the benefits arising from the intervening legislation, provided that the Guarantors shall timely provide to the relevant Company, as directed by the Buyer, any and all amounts payable under the new legislation based on the amnesty or alternative dispute resolution procedurecircumstances.

Notification and conduct of claims. 7.6.1 If 11.1 Where a Customer, Adviser or other third party raises an action or claim against a Member to recover Losses ("Customer Claim") and the Buyer becomes aware basis of a matter which might the Customer Claim may give rise to a claim by that Member ("Defending Member") against another Member ("Responsible Member") for recovery of Losses under the Membership Agreement, the Defending Member will inform the Responsible Member in writing of the Customer Claim (stating in reasonable detail the nature of the Customer Claim:) unless and to the extent prevented from doing so by Applicable Law. 11.2 The Responsible Member will provide all such reasonable assistance as the Defending Member may request, including providing the Defending Member and its advisers with information and copies of relevant documents in its possession or control (including its Audit Trail), for the purposes of allowing the Defending Member to investigate, mitigate, defend or settle the Customer Claim. The documents and information may be used for those purposes only, and when the Customer Claim is concluded, all documentation provided by the Responsible Member for the purposes of the Customer Claim will be returned. If the Responsible Member requests in writing to take over the conduct of the Customer Claim and the Defending Member agrees (in its absolute discretion) to this request, then the following provisions will apply:‌ 11.2.1 The Defending Member will allow the Responsible Member to conduct all negotiations and litigation resulting from the Customer Claim, provided that:‌ (a) at the Buyer shall promptly give Defending Member's written notice request, the Defending Member will be entitled to the Guarantors be represented at, and be consulted on, all of the matter, together with reasonable details of the nature of the Claim negotiations and a bona fide estimate of any alleged loss and shall consult the Guarantors with respect to the matter;litigation; and (b) the Buyer will provide the Guarantors and its advisers full access to premises and personnel and to relevant assets, documents and records (in a manner an timing that will not determine a material detriment prior to the normal activity of Responsible Member assuming conduct under this Clause 11.2, the Companies) for the purposes of investigating the relevant Claim and enabling the Guarantors Defending Member will be entitled to take appropriate all reasonable action in order to mitigate their liability;deal with the matter to minimise the extent of any Loss and any damage to the relationship between the Defending Member and the Customer, Adviser or other third party. (c) 11.2.2 The Responsible Member will keep the Buyer shall take Defending Member fully informed of proceedings and will consult the Defending Member on any action and institute any proceedings, and give any information and assistance, as the Guarantors may reasonably request to: matter which is or is likely to (i) avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the matter; (ii) enforce against third parties any of the Buyer’s rights be material in relation to the matter; and (iii) in connection with proceedings related to the matter against third parties, if the Seller so requests, allow the Guarantors the exclusive right to conduct the proceedings; provided that the Guarantors shall timely anticipate to the Buyer and to the relevant Company, as directed by the Buyer, any and all amounts payable in respect of such actions and proceedings, together with all reasonable costs that might be incurred as a result of a request or nomination by the Guarantors; 7.6.2 the Buyer shall not admit liability in respect of, or compromise or settle, the matter, and shall not pay any amount in respect of a Claim, without the prior written consent of the Guarantors (not to be unreasonably withheld or delayed), unless it would have a Material Adverse Effect on the Companies, in which case the Buyer shall consult with the Guarantors as to the alternative actions to be taken, and shall provide all reasonable cooperation, to protect the interest of the Guarantors. 7.6.3 If, during the period in which the Warranties and obligations of the Guarantors are valid and enforceable in accordance with this Agreement, there are newly enacted provisions of law which would allow the relevant Company to proceed with an amnesty or an alternative dispute resolution procedure in the field of taxation, administrative matters, social security or exchange control, including amnesties for real estate and building law violations, then the Buyer shall consult with the Guarantors and, if so required by any of the Guarantors, shall procure that the relevant Company shall take advantage of the benefits arising from the intervening legislation, provided that the Guarantors shall timely provide to the relevant Company, as directed by the Buyer, any and all amounts payable under the new legislation based on the amnesty or alternative dispute resolution procedure.Customer Claim or

Notification and conduct of claims. 7.6.1 4.1 If the Buyer becomes Company or the Purchaser (as the case may be) shall become aware after Completion of a matter Claim for Taxation relevant for the purposes of this Deed or which might may give rise to a Claim:Claim for breach of any of the Tax Warranties, the Purchaser 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 28 Business Days thereafter) give written notice thereof to the Covenantors, provided that written notice shall not be a condition precedent to liability of the Covenantors under this Deed. 4.2 If the Covenantors shall indemnify and secure the Company and/or the Purchaser (as the case may be) to its reasonable satisfaction against all liabilities, costs, damages or expenses which may be incurred thereby including any additional Claim for Taxation and including the amount of Taxation which is the subject of the Claim the Purchaser shall and shall procure that the Company shall take such action and give such information and assistance in connection with the Company's affairs at the Covenantors' cost as the Covenantors may reasonably request in writing to 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 Covenantors to undertake at their own expense the conduct of all or any proceedings of whatsoever nature arising in connection with the Claim in question PROVIDED THAT (a) the Buyer shall promptly give Company and the Purchaser may take any action they think fit if having given the Covenantors written notice of the receipt of such Claim the Purchaser or the Company has not within 10 Business Days thereafter received instructions in writing from the Covenantors or their duly authorised agents as to the Guarantors conduct of the matter, together with reasonable details of the nature of the Claim and a bona fide estimate of any alleged loss and shall consult the Guarantors with respect to the matterClaim; (b) neither the Buyer will Company nor the Purchaser shall in any event be obliged to take any action under this Clause 4 which would mean contesting any Claim for Taxation before the High Court or any equivalent court unless the Covenantors first provide the Guarantors Purchaser or the Company (at the Covenantors' cost) with the written opinion of leading Tax Counsel that an appeal against the Claim for Taxation in question is, in his opinion, and its advisers full access taking account of all the circumstances, on the balance of probabilities, likely to premises and personnel and to relevant assets, documents and records (in a manner an timing that will not determine a material detriment to the normal activity of the Companies) for the purposes of investigating the relevant Claim and enabling the Guarantors to take appropriate action in order to mitigate their liability;succeed; and (c) the Buyer Purchaser or the Company shall take any action and institute any proceedings, and give any information and assistance, as the Guarantors may reasonably request to: (i) avoid, dispute, resist, appealbe entitled to admit, compromise, defendsettle, discharge or otherwise deal with any Claim for Tax on such terms as it may in its absolute discretion think fit and without prejudicing any right or remedy under this Deed where any Tax Authority alleges fraud or mitigate wilful default, fraudulent or negligent conduct or serious or persistent misdeclaration on the matter; (ii) enforce against third parties part of the Company or any of the Buyer’s rights in relation to the matter; and (iii) in connection with proceedings related to the matter against third parties, if the Seller so requests, allow the Guarantors the exclusive right to conduct the proceedings; provided that the Guarantors shall timely anticipate to the Buyer and to the relevant Company, as directed by the Buyer, any and all amounts payable Covenantors in respect of such actions and proceedings, together any period prior to the Completion Date. 4.3 Neither the Purchaser nor the Company shall be subject to any Claim by or liability to the Covenantors on the grounds that the Purchaser or the Company (as the case may be) has not complied with all reasonable costs that might be incurred as a result of a request or nomination by the Guarantors; 7.6.2 the Buyer shall not admit liability in respect of, or compromise or settle, the matter, and shall not pay any amount in respect of a Claim, without the prior written consent of the Guarantors foregoing provisions of this Clause 4 or Clause 5 below if the Purchaser or the Company (not to be unreasonably withheld or delayed), unless it would have a Material Adverse Effect on as the Companies, in which case the Buyer shall consult with the Guarantors as to the alternative actions to be taken, and shall provide all reasonable cooperation, to protect the interest of the Guarantors. 7.6.3 If, during the period in which the Warranties and obligations of the Guarantors are valid and enforceable may be) has bona fide acted in accordance with this Agreement, there are newly enacted provisions the written instructions of law which would allow the relevant Company to proceed with an amnesty or an alternative dispute resolution procedure in the field of taxation, administrative matters, social security or exchange control, including amnesties for real estate and building law violations, then the Buyer shall consult with the Guarantors and, if so required by any one of the Guarantors, shall procure that the relevant Company shall take advantage of the benefits arising from the intervening legislation, provided that the Guarantors shall timely provide to the relevant Company, as directed by the Buyer, any and all amounts payable under the new legislation based on the amnesty or alternative dispute resolution procedureCovenantors.

Notification and conduct of claims. 7.6.1 (a) If the Buyer becomes aware Purchaser obtains knowledge of a matter sufficient facts which might may give rise to a Claim: claim under the Warranties or the Indemnities (aexcept under the Environmental Indemnity or the Asbestos Indemnity) then the Buyer shall promptly give written notice to the Guarantors of the matter, together with reasonable details of the nature of the Claim and a bona fide estimate of any alleged loss and shall consult the Guarantors with respect to the matter; (b) the Buyer will provide the Guarantors and its advisers full access to premises and personnel and to relevant assets, documents and records (in a manner an timing that will not determine a material detriment to the normal activity of the Companies) for the purposes of investigating the relevant Claim and enabling the Guarantors to take appropriate action in order to mitigate their liability; (c) the Buyer shall take any action and institute any proceedings, and give any information and assistance, as the Guarantors may reasonably request toPurchaser shall: (i) avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate inform the matterSeller thereof with reasonable promptness; (ii) enforce against third parties ensure that any further investigation is conducted in consultation with the Seller; (iii) ensure that the Seller and its personnel, representatives, accountants and other professional advisers shall be given access to such information, personnel, premises, documents and records relating to the matter as the Seller may reasonably request, subject to appropriate arrangements being made to protect commercial confidentiality and privilege, provided that the Seller shall reimburse the Purchaser’s out-of-pocket costs in relation thereto and shall use all its reasonable endeavours to procure that the auditors (past and present) of any relevant Purchaser’s Group member make available their audit working papers in respect of audits of the Buyerrelevant Purchaser’s rights Group member’s accounts for any relevant accounting period in connection with such potential claim; (iv) provided that the Seller shall reimburse the Purchaser’s out-of-pocket costs in relation thereto, provide the Seller with any relevant reports or documents together with any cost estimates prepared in connection with the particular matter, subject to appropriate arrangements being made to protect commercial confidentiality and privilege; (v) prior to taking any steps which could result in incurring any material costs, notify the Seller and take or refrain from taking such action as the Seller shall reasonably request at the Seller’s cost in relation to such matter, including allowing the matterSeller to participate from the outset in determining what action (if any) should be taken in the circumstances and carrying out and completing such action. (a) shall only apply where the matter involves a claim by a third party against the MGT/IST Business. (b) If any third party claim is made which may give rise to or has given rise to a claim under this Agreement (except under the Tax Covenant, the Environmental Indemnity, the indemnity relating to ABB Excluded liabilities in the Local Transfer Agreements or the Asbestos Indemnity), the Purchaser shall, subject to clause 9.5(c), control the conduct of such third party claim. (c) Subject to the Seller first confirming that, should there be any liability under the third party claim, it is liable to the Purchaser under this Agreement in respect of such claim, the Seller (or any other person nominated by it) shall have the right at any time to assume conduct of all or any part of a third party claim (including any negotiations or settlement with any person before or after the lodging of any formal action, suit, claim or proceeding) which gives rise or may give rise to a claim under this Agreement (except under the Tax Covenant, the Environmental Indemnity, the indemnity relating to ABB Excluded liabilities in the Local Transfer Agreements or the Asbestos Indemnity). If requested by the Seller, the Purchaser shall, or shall procure that each Purchaser’s Group member shall, at no cost to itself provide all such co-operation required by the Seller, its nominee or their legal advisers in contesting the third party claim and if appropriate in making any counterclaim or any cross complaint against any person with respect to the subject matter of the third party claim. (d) If the Purchaser has the conduct of any third party claim pursuant to clause 9.5(b), the Purchaser shall take all reasonable measures to ensure in relation to such claim that (subject to appropriate arrangements being possible to maintain commercial confidentiality and privilege): (i) reasonably frequent and detailed reports shall be provided to the Seller or its nominee regarding the progress of such third party claim; (ii) there shall be reasonable advance consultation with the Seller in relation to decisions materially affecting the conduct of such claim; and (iii) at the Seller’s sole cost and expense, the Seller or its nominee shall be allowed a reasonable opportunity to review and comment in connection with proceedings related advance (such reasonable comment to be taken into account) on formal filings to be prepared in relation to the matter against third partiesparty claim. (e) Save in relation to a claim under the Tax Covenant, if the Seller so requests, allow Purchaser does not have the Guarantors conduct of any claim pursuant to this clause 9 and in any event during the exclusive right to conduct the proceedings; provided that the Guarantors shall timely anticipate period ending forty-five days from its notification of a claim to the Buyer Seller, the Purchaser shall and shall procure that each Protected Person shall (to the relevant Company, as directed by the Buyer, any and all amounts payable in respect extent consistent with applicable law): (i) make no admission of such actions and proceedings, together with all reasonable costs that might be incurred as a result of a request or nomination by the Guarantors; 7.6.2 the Buyer shall not admit liability in respect ofliability, or discuss, propose or enter into any agreement, settlement or compromise or settle, the matter, and shall not pay in relation to any amount in respect of a Claim, third party claim without the prior written consent of the Guarantors other party; and (not ii) take all reasonable action to be unreasonably withheld or delayed), unless it would have a Material Adverse Effect on mitigate any loss giving rise to any claim under this Agreement; and the Companies, in which case the Buyer Seller shall consult with the Guarantors as make reasonably frequent reports to the alternative actions Purchaser with respect to be taken, and shall provide all reasonable cooperation, to protect the interest conduct of the Guarantors. 7.6.3 Ifclaim, during use reasonable endeavours to settle the period in which the Warranties claim as soon as practicable and obligations of the Guarantors are valid and enforceable in accordance with this Agreement, there are newly enacted provisions of law which would allow the relevant Company to proceed with an amnesty or an alternative dispute resolution procedure in the field of taxation, administrative matters, social security or exchange control, including amnesties for real estate and building law violations, then the Buyer shall consult with the Guarantors and, if so required by consider any of the Guarantors, shall procure that the relevant Company shall take advantage of the benefits arising reasonable request from the intervening legislation, provided that the Guarantors shall timely provide to the relevant Company, as directed by the Buyer, any and all amounts payable under the new legislation based on the amnesty or alternative dispute resolution procedurePurchaser in respect of settlement proceedings.