Common use of Offer indemnity Clause in Contracts

Offer indemnity. (a) In this Subclause, relevant litigation means any litigation proceeding, arising, pending or threatened against the Finance Parties or any of them in connection with or arising out of the Offer (whether or not made) or the financing of, or the commitment to finance, the Offer. (b) The Company must indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of any relevant litigation, unless it is caused by the gross negligence or wilful misconduct of that Finance Party or a breach of that Finance Party’s obligation to make or provide Utilisations under this Agreement. (c) The relevant Finance Party must notify the Company promptly upon becoming aware, and in reasonable detail, of any relevant litigation and must keep the Company informed of its progress. (d) The relevant Finance Party must conduct any relevant litigation in good faith and will give careful consideration to the views of the Company in relation to the appointment of professional advisers and the conduct of the litigation taking into account (to the extent practicable and save to the extent the Company’s interests conflict with those of the relevant Finance Party) both its interests and the interests of the Company. (e) The relevant Finance Party may only concede or compromise any claim in respect of any relevant litigation if it has consulted the Company before so doing. (f) Notwithstanding paragraphs (c) to (e) above, the relevant Finance Party is not required to disclose to the Company any matter in respect of which it is under a duty of non-disclosure or which subject to any attorney/client privilege; or (g) The Company must keep confidential any information disclosed by the relevant Finance Party to it under this Subclause, unless required to disclose by any applicable laws or regulations or competent court and except to its financial and legal advisors.

Offer indemnity. (a) In this Subclause, relevant litigation means any litigation proceeding, arising, pending or threatened against the a Finance Parties or any of them Party in connection with or arising out of it arranging and/or financing and/or acting as an agent in relation to the financing of the Offer (whether or not made) or the financing of, or the commitment to finance, the Offer). (b) The Company must indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of any relevant litigation, unless it litigation (other than to the extent that any loss or liability is caused by the that Finance Party’s gross negligence or wilful misconduct of that Finance Party or a breach of that Finance Party’s obligation to make or provide Utilisations under this Agreementmisconduct). (c) The relevant A Finance Party must notify the Company promptly upon becoming aware, and in reasonable detail, of any relevant litigation and must keep the Company informed of its progress. (d) The relevant A Finance Party must conduct any relevant litigation in good faith and will give careful consideration to the views of the Company in relation to the appointment of professional advisers and the conduct of the litigation taking into account (to the extent practicable and save to the extent the Company’s interests conflict with those of the relevant Finance Partypracticable) both its interests and the interests of the Company. (e) The relevant A Finance Party may only concede or compromise any claim in respect of any relevant litigation if it has consulted has: (i) notified the Company of the relevant litigation and kept the Company informed of its progress in accordance with paragraph (c) above; (ii) complied with paragraph (d) above and has given the Company the opportunity to demonstrate its interest in the concession or compromise; and (iii) taken into account the Company’s legitimate interests, each before so doing. (f) Notwithstanding paragraphs (c) to (e) above, the relevant a Finance Party is not required to disclose to the Company any matter matter: (i) in respect of which it is under a duty of non-disclosure or which is subject to any attorney/client privilege; or (ii) which relates to a Finance Party’s policy or other extrinsic matters provided that nothing herein shall be interpreted so as to entitle any Finance Party to refrain from disclosing any relevant litigation in reasonable detail or to refrain from keeping the Company informed of its progress. (g) The Company must keep confidential any information disclosed by the relevant a Finance Party to it under this Subclause, unless Subclause but may disclose such information if and to the extent required to disclose by any applicable laws law or regulations or competent court and except to its financial and legal advisorsprofessional advisers on a strictly confidential basis.