Seizure. The Purchaser and the Vendors shall cooperate in a good faith manner in respect of any purported, alleged or valid Third Party Claim that could result in a seizure of the Purchased Shares or any other assets of the Purchaser or any member of the Group after the Closing Date and shall keep each other informed of the status and progress thereof. If for any reason the Purchased Shares or any other assets of the Purchaser or the Group are the subject of a seizure after the Closing Date due to an alleged, purported or valid Third Party Claim, the Purchaser shall immediately inform the Vendors in writing of such seizure and require that the Vendors lift and cancel the seizure as soon as practicable, and in no case no later than three (3) Business Days, from the receipt of such notice. The Purchaser and the Vendors shall cooperate in good faith in the defence against the seizure. Should the Vendors be unable to lift and cancel the seizure within the aforesaid time period (either by paying the Claim, posting an adequate bond or obtaining a judgment), the Purchaser shall be entitled to take such steps as it determines, in its sole discretion, are necessary to lift and cancel the seizure without prejudice to its right to make a Direct Claim against the Vendors for any Loss suffered or incurred by it in respect of the seizure and the lifting and cancellation of the seizure. The Purchaser shall advise the Vendors in writing of the steps it was required to take to lift and cancel the seizure. The Purchaser shall be entitled to assert a Claim against the Vendors by way of Direct Claim in order to recover any and all Losses incurred in respect of the seizure and the lifting and cancellation of the seizure, the whole in accordance with Section 6.4 hereof.
Appears in 4 contracts
Samples: Share Purchase Agreement (Telix Pharmaceuticals LTD), Share Purchase Agreement (Telix Pharmaceuticals LTD), Share Purchase Agreement (Telix Pharmaceuticals LTD)
Seizure. The Purchaser and the Vendors Parties shall cooperate in a good faith manner in respect of any purported, alleged or valid Third Party Claim by a third party that could result in a seizure of the Purchased Shares or any other assets of the Purchaser or any member of the Group Targets after the Closing Date and shall keep each other informed of the status and progress thereof. If for any reason the Purchased Shares or any other assets of the Purchaser or the Group Targets are the subject of a seizure after the Closing Date due to an alleged, purported or valid Third Party ClaimClaim by a third party which Claim may constitute a breach of a representation of the Vendors herein, the Purchaser shall immediately inform the Vendors in writing of such seizure and require that the Vendors lift and cancel the seizure as soon as practicable, and in no case no later than three (3) Business Days, from the receipt of such notice. The Purchaser and the Vendors Parties shall cooperate in good faith in the defence against of the seizure. Should the Vendors be unable to lift and cancel the seizure within the aforesaid time period (either by paying the Claim, posting an adequate bond or obtaining a judgment), the Purchaser shall be entitled to take such steps as it determines, in its sole discretion, are necessary to lift and cancel the seizure without prejudice to its right to make a Direct Claim against the Vendors for any Loss suffered or incurred by it in respect of the seizure and the lifting and cancellation of the seizure. The Purchaser shall advise the Vendors in writing of the steps it was required to take took to lift and cancel the seizure. The Purchaser shall be entitled to assert a Claim against the Vendors by way of Direct Claim in order to recover any and all Losses incurred in respect of the seizure and the lifting and cancellation of the seizure, the whole in accordance with Section 6.4 7.4 hereof.
Appears in 2 contracts
Samples: Share Purchase Agreement (Argo Blockchain PLC), Share Purchase Agreement (Argo Blockchain PLC)
Seizure. The Purchaser and the Vendors shall cooperate in a good faith manner in respect of any purported, alleged or valid Third Party Claim that could result in a seizure of the Purchased Shares or any other assets of the Purchaser or any member of the Group Corporation after the Closing Date date hereof and shall keep each other informed of the status and progress thereof. If for any reason the Purchased Shares or any other assets of the Purchaser or of the Group Corporation are the subject of a seizure after the Closing Date date hereof due to an alleged, purported or valid Third Party Claim, the Purchaser shall immediately inform the Vendors in writing of such seizure and require that the Vendors lift and cancel the seizure as soon as practicable, and in no case no later than three (3) Business Days[REDACTED: Time Period], from the receipt of such notice. The Purchaser and the Vendors shall cooperate in good faith in the defence against of the seizure. Should the Vendors be unable to lift and cancel the seizure within the aforesaid time period (either by paying the Claim, posting an adequate bond or obtaining a judgment), the Purchaser shall be entitled to take such steps as it determines, in its sole discretion, are necessary to lift and cancel the seizure without prejudice to its right to make a Direct Claim against the Vendors for any Loss suffered or incurred by it in respect of the seizure and the lifting and cancellation of the seizure. The Purchaser shall advise the Vendors in writing of the steps it was required to take to lift and cancel the seizure. The Purchaser shall be entitled to assert a Claim against the Vendors by way of Direct Claim in order to recover any and all Losses incurred in respect of the seizure and the lifting and cancellation of the seizure, the whole in accordance with Section 6.4 5.3 hereof.
Appears in 1 contract