Obligations after notice given. If the Buyer gives notice under clause 15.1 then until the Third Party Claim has been finally resolved:
(a) the Buyer must act and must procure that each relevant Group Company acts with due diligence in conducting the defence of the Third Party Claim;
(b) the Buyer must give to the Sellers such information as the Sellers may reasonably require in relation to the progress of the Third Party Claim and must consult with the Sellers in relation to the conduct of any proceedings or negotiations in relation to the Third Party Claim; and
(c) the Sellers must provide the Buyer and each relevant Group Company and their professional advisers such information and assistance as the Buyer and each relevant Group Company reasonably require to enable them to avoid, dispute, resist, defend, appeal, compromise or mitigate the Third Party Claim and in particular must:
(i) provide the Buyer and each relevant Group Company and their professional advisers with reasonable access to such employees and records of the Sellers as the Buyer reasonably requires in connection with the Third Party Claim and permit the Buyer to take copies of such records; and
(ii) use all reasonable endeavours (including the reimbursement of all reasonable out of pocket expenses) to procure that employees and officers of the Sellers provide such witness statements and other evidence that the Buyer and each relevant Group Company reasonably require to enable them to avoid, dispute, resist, defend, appeal, compromise or mitigate the Third Party Claim.
Obligations after notice given. If the Buyer gives notice under clause 17.1 then until the Tax Assessment has been finalised:
(a) the Buyer must give and must procure that each relevant Group Company gives to the Sellers such information as the Sellers may reasonably require in relation to the progress of the Tax Assessment;
(b) the Buyer must not and must procure that each relevant Group Company does not for a period of 20 Business Days after such notice is given under clause 17.1:
(i) in the case of a Tax Assessment received from a Tax Authority, engage in any discussion or negotiation with or confer with any Tax Authority concerning the Tax Assessment or make any admission of liability, agreement, settlement or compromise with any Tax Authority in respect of the Tax Assessment; or
(ii) in the case of a Tax Assessment proposed to be lodged with any Tax Authority, lodge that Tax Assessment, without the prior written consent of the Sellers which consent is deemed to be given if such action is required by law and in any other case must not be unreasonably withheld or delayed; and
(c) the Sellers must not confer with any Tax Authority in relation to the Tax Assessment, except with the prior written consent of the Buyer or otherwise as required by law.
Obligations after notice given. If the Subscribers gives notice under clause 18.1 then until the Third Party Claim has been finally resolved or CBI gives notice under clause 18.3:
(a) each Subscriber must act and must procure that each relevant Brand Company acts in good faith and with due diligence in relation to the Third Party Claim;
(b) each Subscriber must give to CBI such information and assistance as CBI may reasonably require in relation to the Third Party Claim and must regularly consult with CBI in relation to the conduct of any proceedings or negotiations in relation to the Third Party Claim; and
(c) CBI must not make and must procure that no Brand Company makes any admission of liability, agreement, compromise or settlement in relation to the Third Party Claim without the prior written consent of CBI.
Obligations after notice given. If the Subscribers give notice under clause 19.4:
(a) the Subscribers must give and must procure that each relevant Brand Company gives to CBI all information and assistance that CBI may reasonably require in relation to the Tax Assessment; and
(b) the Subscribers must not and must procure that each relevant Brand Company does not:
(i) in the case of a Tax Assessment received from a Tax Authority, engage in any written correspondence with or negotiation with any Tax Authority concerning the Tax Assessment or make any admission of liability, agreement, settlement or compromise with any Tax Authority in respect of the Tax Assessment; or
(ii) in the case of a Tax Assessment proposed to be lodged with any Tax Authority, lodge that Tax Assessment, without the prior written consent of CBI, which consent must not be unreasonably withheld or delayed.
