Obligation to Mitigate and Minimize Losses. The Parties agree to use their best efforts, upon becoming aware of any fact that may reasonably be expected to give rise to a Loss or the occurrence of a Loss, to mitigate and minimize, in good faith and to the extent possible, the actual Loss to be incurred by the Indemnifiable Party. (iv) Procedures with respect to SAPURA Claim. Sellers shall be responsible for continuing to conduct the defense of the claims referred to in Section 9.1(d) and for bearing any and all related costs, fees and expenses (including as applicable for the purposes of presenting any assets, collaterals, bonds and insurances required to be offered in the context or for purposes of conduction of such defense (garantia do juízo)). Buyer shall have the right to appoint legal counsel of its choice and at its expense to participate in the defense. The Parties agrees to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim. Provisions of Sections 9.5(b)(ii)(B) and 9.5(b)(ii)(C) shall apply to such claims. Following the Closing Date, Sellers may keep using the legal counsels already involved in the SAPURA Claim and may jointly determine the strategy to be adopted for such defense. Sellers may, at any time, require the revocation of any power of attorney granted by Companies to the respectivelegal counsel and requirethe grant of a new power of attorney to a new legal counsel to be appointed by Sellers, jointly, at their sole expenses. Buyer hereby agrees to cause the Companies to cooperate with the Sellers by granting Sellers access to all information required for the proper conduct of the SAPURA Claim, as well as promptly granting limited ad xxxxxxx xxxxxx to attorney(s) appointed by Sellers, pursuant to the form attached hereto as Exhibit D. Buyer hereby agrees that Sellers shall have the right to make all decisions regarding the SAPURA Claim in their sole discretion, including but not limited to the right to settle the SAPURA Claim for any amount, the right to appeal or not to appeal any judgment or order, the right to select counsel, and the right to determine litigation strategy, provided, further, that in case the settlement of the SAPURA Claim is subject to any approval by CELSE and/or any of Buyer’s Affiliates, Buyer shall vote, and shall cause any of its Affiliates to vote, to approve such settlement at the relevant meeting of CELSE or any other meeting in connection with such approval. For the a...
Obligation to Mitigate and Minimize Losses. Each Party undertakes to exercise available rights or remedies to mitigate and minimize any Loss subject to indemnification under this Article 16 promptly and in a timely manner from the date it becomes aware of any fact, event or circumstance that could reasonably be expected to give rise to any Loss.
