Common use of Procedure for Third Party Claims Clause in Contracts

Procedure for Third Party Claims. If the claim notified pursuant to Clause 13.1 and 13.2 is a result of or connected with a claim by or liability to a third party, then: 13.5.1 no admissions in relation to such third party claim shall be made by or on behalf of the Purchaser or any other member of the Purchaser’s Group and the claim shall not be compromised, disposed of or settled without the express prior written consent of the Seller; 13.5.2 the Seller shall be entitled at its own expense and in its absolute discretion, upon approval by the Purchaser which shall not be unreasonably withheld to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group concerned and to have the conduct of any related proceedings, negotiations or appeals; and 13.5.3 where the Seller has received approval pursuant to Clause 13.5.2: (a) the Purchaser shall, and shall procure that the other members of the Purchaser’s Group shall give, subject to their being paid all reasonable costs and expenses, all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 13.5.2, including instructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser or other member of the Purchaser’s Group concerned but in accordance with the Seller’s instructions; and (b) the Seller shall keep the Purchaser informed of all relevant matters relating to the claim and shall promptly forward or procure to be forwarded to the Purchaser copies of all correspondence and other written communications relating to the claim.

Procedure for Third Party Claims. If the a claim notified pursuant to Clause 13.1 and 13.2 a Warrantor is a result of or connected with a claim by or liability Liability to a third partyparty against or owed by any member of the Beneficiary’s Group, then: 13.5.1 (a) no admissions in relation to such third third-party claim shall be made by or on behalf of the Purchaser Beneficiary or any other member of the PurchaserBeneficiary’s Group and the claim shall not be compromised, disposed of or settled without the express prior written consent of the Seller; 13.5.2 the Seller shall be entitled at its own expense and in its absolute discretionWarrantor, upon approval by the Purchaser which consent shall not be unreasonably withheld or delayed; (b) the Warrantor shall be entitled to take such action as it shall deem deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability Liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser Beneficiary or other member of the PurchaserBeneficiary’s Group concerned and to have control the conduct of any related proceedings, negotiations or appeals; and 13.5.3 (c) where the Seller Warrantor has received approval issued a notice pursuant to Clause 13.5.2: (a) 6.5(b), upon a written notice to that effect, the Purchaser shall, and shall procure that the other members of the PurchaserBeneficiary’s Group shall give, subject to their being paid all reasonable costs and expenses, give all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller Warrantor may reasonably request for the purpose referred to in Clause 13.5.26.5(b), including instructing such professional or legal advisers advisors as the Seller Warrantor may nominate to act on behalf of the Purchaser Beneficiary or other member members of the PurchaserBeneficiary’s Group concerned but in accordance with the SellerWarrantor’s instructions; and (b) , it being agreed that the Seller Warrantor shall keep the Purchaser Beneficiary reasonably informed of all relevant matters relating to the claim and shall promptly forward or procure to be forwarded to the Purchaser Beneficiary copies of all material external correspondence and other written communications relating to the claimclaim other than such correspondence as is subject to legal professional privilege of the Warrantor or any member of the Warrantor’s Group.

Procedure for Third Party Claims. 11.4.1 If the claim notified to the Seller pursuant to Clause 13.1 and 13.2 11.1 is a result of or connected with a claim by or liability to a third party, then: 13.5.1 no admissions in relation : following good faith consultations with the Purchaser, the Seller shall, subject to such third party claim shall be made by or on behalf of the Purchaser or any other the relevant member of the Purchaser’s 's Group and being fully indemnified to its reasonable satisfaction by the Seller in respect of all Losses which may thereby be incurred and, to the extent such claim shall not be compromisedor liability involves a (former or existing) customer, disposed supplier, employee or other business contact of the Group or settled without is made under the express Tax Indemnity or relates to a breach of any Seller's Warranty included in Paragraph 11 of Schedule 8, upon the prior written consent approval of the Seller; 13.5.2 the Seller shall be entitled at its own expense and in its absolute discretion, upon approval by the Purchaser which shall not be unreasonably withheld withheld, be entitled at its own expense, by notice to the Purchaser, to take such action as it shall deem deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s 's Group concerned and to have control the conduct of any related proceedings, negotiations or appeals; and 13.5.3 and where the Seller has received issued a notice and, if required, obtained the Purchaser's approval pursuant to Clause 13.5.2: (a) 11.4.1(a): subject to the Purchaser or the relevant member of the Purchaser's Group being fully indemnified to its reasonable satisfaction by the Seller in respect of all Losses which may thereby be incurred, the Purchaser shall, and shall procure that the any other members member of the Purchaser’s 's Group shall giveshall, subject to their being paid all reasonable costs and expenses, give all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 13.5.211.4.1(a), including instructing such professional or legal advisers advisors as the Seller may nominate to act on behalf of the Purchaser or other member of the Purchaser’s 's Group concerned but in accordance with the Seller’s 's instructions; and (b) and the Seller shall keep the Purchaser informed of all relevant matters relating to the claim and shall promptly forward or procure to be forwarded to the Purchaser copies of all material external correspondence and (other written communications than such correspondence as is subject to legal professional privilege of any member of the Purchaser's Group) relating to the claim. 11.4.2 Where the Seller has not issued a notice pursuant to Clause 11.4.1, the Purchaser shall keep the Seller informed of all relevant matters relating to the claim. 11.4.3 The Seller and the Purchaser acknowledge that Clause 11.4.1 shall in no way act as a release of, or otherwise prejudice in any way, any claim that the Purchaser may have against the Seller under this Agreement. 11.4.4 If the Purchaser does not give its approval to handle a claim as referred to in Clause 11.4.1(a) and the Purchaser handles the claim itself, the Seller shall only be liable for those Losses as shall be awarded to the Purchaser by the arbitral tribunal referred to in Clause 18.3 under Dutch law and in accordance with this Agreement.

Procedure for Third Party Claims. If the claim notified pursuant to Clause 13.1 and 13.2 Seller is a result of or connected in connection with a claim by or liability to a third party, party then: 13.5.1 10.5.1 no admissions in relation to such third party claim shall be made by or on behalf of the Purchaser or any other member of the Purchaser’s Group and the claim shall not be compromised, disposed of or settled without the express prior written consent of the Seller; 13.5.2 the 10.5.2 Seller shall be entitled at its own expense and in its absolute discretion, upon approval by the Purchaser which notice to Purchaser, and Purchaser’s Group shall not be unreasonably withheld duly and fully co-operate to allow Seller, to take such action after consultation with Purchaser as it shall deem deems reasonably necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group concerned and to have control the conduct of any related proceedings, negotiations or appeals; and 13.5.3 10.5.3 where the Seller has received approval issued a notice pursuant to Clause 13.5.2: (a) the Purchaser shall10.5.2, and shall procure that the other members of the Purchaser’s Group shall give, subject to their being paid all reasonable costs and expenses, all such information (other than such correspondence as is subject to legal professional privilege of any member of Purchaser’s Group or their advisors) and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 13.5.210.5.2, including instructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser or other member of the Purchaser’s Group concerned but in accordance with the Seller’s instructions; and (b) the , it being agreed that Seller shall keep the consult with Purchaser informed of on all relevant matters relating to the claim and shall promptly forward or procure to be forwarded to the Purchaser copies of all material external correspondence and (other written communications than such correspondence as is subject to legal professional privilege of any member of Seller’s Group) relating to the claim.

Procedure for Third Party Claims. 11.4.1 If the claim notified to the Seller pursuant to Clause 13.1 and 13.2 11.1 is a result of or connected with a claim by or liability to a third party, then: 13.5.1 no admissions in relation (a) following good faith consultations with the Purchaser, the Seller shall, subject to such third party claim shall be made by or on behalf of the Purchaser or any other the relevant member of the Purchaser’s Group and the claim shall not be compromised, disposed of or settled without the express prior written consent of the Seller; 13.5.2 being fully indemnified to its reasonable satisfaction by the Seller shall in respect of all Losses which may thereby be entitled at its own expense and in its absolute discretionincurred and, upon approval by to the Purchaser which shall not be unreasonably withheld to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest extent such claim or liability involves a (including making counterclaims former or existing) customer, supplier, employee or other claims against third partiesbusiness contact of the Group or is (b) in where the name of and on behalf of Seller has issued a notice and, if required, obtained the Purchaser's approval pursuant to Clause 11.4.1(a): (i) subject to the Purchaser or other the relevant member of the Purchaser’s Group concerned and being fully indemnified to have the conduct of any related proceedings, negotiations or appeals; and 13.5.3 where its reasonable satisfaction by the Seller has received approval pursuant to Clause 13.5.2: (a) in respect of all Losses which may thereby be incurred, the Purchaser shall, and shall procure that the any other members member of the Purchaser’s 's Group shall giveshall, subject to their being paid all reasonable costs and expenses, give all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 13.5.211.4.1(a), including instructing such professional or legal advisers advisors as the Seller may nominate to act on behalf of the Purchaser or other member of the Purchaser’s 's Group concerned but in accordance with the Seller’s 's instructions; and (bii) the Seller shall keep the Purchaser informed of all relevant matters relating to the claim and shall promptly forward or procure to be forwarded to the Purchaser copies of all material external correspondence and (other written communications than such correspondence as is subject to legal professional privilege of any member of the Purchaser's Group) relating to the claim.

Procedure for Third Party Claims. If the a claim notified pursuant to Clause 13.1 and 13.2 the Seller is a result of or connected with a claim by or liability to a third partyparty against or owed by any member of the Purchaser’s Group, then: 13.5.1 (a) no admissions in relation to such third third-party claim shall be made by or on behalf of the Purchaser or any other member of the Purchaser’s Group and the claim shall not be compromised, disposed of or settled without the express prior written consent of the Seller; 13.5.2 the Seller shall be entitled at its own expense and in its absolute discretion, upon approval by the Purchaser which consent shall not be unreasonably withheld or delayed; (b) the Seller shall be entitled, to the extent it acknowledges liability to the Purchaser for such claim or liability, to take such action as it shall deem deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group concerned and to have control the conduct of any related proceedings, negotiations or appealsappeals with legal counsel reasonably acceptable to the Purchaser; and 13.5.3 (c) where the Seller has received approval issued a notice pursuant to Clause 13.5.2: 13.5 subclause (a) the Purchaser shallb), and shall procure that the other members of the Purchaser’s Group shall give, subject to their being paid all reasonable costs and expenses, give all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 13.5.213.5 subclause (b), including instructing such professional or legal advisers advisors as the Seller may nominate to act on behalf of the Purchaser or other member members of the Purchaser’s Group concerned but in accordance with the Seller’s instructions; and (b) , it being agreed that the Seller shall keep the Purchaser informed of all relevant matters relating to the claim and shall promptly forward or procure to be forwarded to the Purchaser copies of all material external correspondence and other written communications relating to the claimclaim other than such correspondence as is subject to legal professional privilege of the Seller or any member of the Seller’s Group.

Procedure for Third Party Claims. If the claim notified pursuant to Clause 13.1 and 13.2 10.1 is a result of or connected in connection with a claim by or liability to a third party, party then: 13.5.1 10.4.1 no admissions in relation to such third party claim shall be made by or on behalf of the Purchaser Purchasers or any other member of the US Purchaser’s 's Group and the claim shall not be compromised, disposed of or settled without the express prior written consent of the SellerSeller (which shall not be unreasonably withheld or delayed); 13.5.2 10.4.2 the Seller shall be entitled at its own expense and expense, by notice in its absolute discretionwriting to the Purchasers, upon approval by the Purchaser which shall not be unreasonably withheld to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including including, without limitation, making counterclaims or other claims against third parties) in the name of and on behalf of the relevant Purchaser or other member of the US Purchaser’s 's Group concerned and to have the conduct of any related proceedings, negotiations or appeals; and 13.5.3 10.4.3 where the Seller has received approval issued a notice pursuant to Clause 13.5.2: (a) 10.4.2, the Purchaser shall, and the Purchaser shall procure that the any other members of the Purchaser’s 's Group shall give, subject to their being paid all reasonable costs and expenses, all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 13.5.210.4.2, including instructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser or other member of the Purchaser’s 's Group concerned but in accordance with the Seller’s 's instructions; and (b) . PROVIDED ALWAYS that nothing herein contained shall permit the Seller to take any action which in the reasonable opinion of the relevant Purchaser shall keep materially prejudice the Purchaser informed Eyecare Business or any material part of all relevant matters relating it and, in particular but without detracting from the generality of the foregoing, the right of the Seller to the claim and have conduct described in Clause 10.4 shall promptly forward or procure to be forwarded to the Purchaser copies of all correspondence and other written communications relating to the claimcircumscribed accordingly.

Procedure for Third Party Claims. If the claim Claim notified pursuant to Clause 13.1 and 13.2 clause 8.1 is a result of of, or connected with in connection with, a claim by or liability to a third party, then: 13.5.1 (a) no admissions in relation to such third party claim shall be made by or on behalf of the Purchaser Purchasers or any other member of the Purchaser’s Purchasers’ Group and the claim shall not be compromised, disposed of or settled without the express prior written consent of the SellerSeller (such consent not to be unreasonably withheld or delayed); 13.5.2 (b) subject to the written consent of Purchasers, Seller shall be entitled by notice in writing to Purchasers, at its own expense and in its absolute discretionexpense, upon approval by the Purchaser which shall not be unreasonably withheld to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser Purchasers or other member of the Purchaser’s Purchasers’ Group concerned and to have the conduct of any related proceedings, negotiations or appeals; and 13.5.3 (c) where the Seller has received approval Purchasers have given their consent pursuant to Clause 13.5.2:clause 8.4(b): (ai) the Purchaser Purchasers shall, and shall procure that the any other members of the Purchaser’s Purchasers’ Group shall give, subject to their being paid indemnified by Seller in respect of all reasonable out-of-pocket costs and expensesexpenses (including reasonable legal costs), all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 13.5.2clause 8.4(b), including instructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser Purchasers or other member of the Purchaser’s Purchasers’ Group concerned but in accordance with the instructions of Seller’s instructions; and (bii) the Seller shall keep the Purchaser Purchasers informed of all relevant matters relating to the claim and shall promptly forward or procure to be forwarded to the Purchaser Purchasers copies of all correspondence and other written communications relating to the claim. (d) in the event that Purchasers fail to give their consent pursuant to clause 8.4(b) within 5 Business Days of notice from Seller, the liability of Seller in connection with such Claim shall be reduced or satisfied, as the case may be, by an amount equal to the amount of the third party claim.