Common use of Third Party Claim Procedure Clause in Contracts

Third Party Claim Procedure. If the Companies or Purchasers are sued or threatened to be sued by a third party, including any governmental agencies, or if the Companies or Purchasers are subjected to any audit or examination by any tax authority ("THIRD PARTY CLAIM"), which may give rise to a Purchaser Claim, Purchasers shall give Sellers immediately (unverzuglich) written notice of such Third Party Claim. Purchasers shall ensure that Sellers shall be provided with all material, information and assistance relevant in relation to the Third Party Claim, be given reasonable opportunity to comment or discuss with Purchasers any measures which Purchasers proposes to take or to omit in connection with a Third Party Claim. In particular, Sellers shall be given the opportunity to comment on, participate in, and review any reports, all relevant tax and social security audits or other measures and receive without undue delay copies of all relevant orders e.g. (Bescheide) of any authority, in each case subject to applicable law. No admission of liability shall be made by or on behalf of Purchasers or the Companies and the Third Party Claim shall not be compromised, disposed of or settled without the prior written consent of Sellers, which shall not be unreasonably withheld. Further, however, subject to prior consultation with Purchasers and subject to Purchasers' prior written consent, which shall not be unreasonably withheld, Sellers shall be entitled at their own discretion to take such action (or cause Purchasers or the Companies to take such action) as it deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third Party Claim (including making counter claims or other claims against third parties) in the name of and on behalf of Purchasers or the Companies concerned and Purchasers will give and cause the Companies to give (subject to them being paid all reasonable out-of-pocket costs and expenses), all such information and assistance, as described above, including during normal business hours and upon prior written notice access to premises and personnel and including the right to examine and copy or photograph any assets, accounts, documents and records for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any such claim or liability as Sellers or their professional advisers may reasonably request provided it is done in such a way so as to minimize business disruption. Sellers agree to use all such information confidentially only for such purpose and to treat them confidentially. To the extent that Sellers are in breach of a Sellers' Guarantee or covenant, all costs and expenses reasonably incurred by Sellers in defending such Third Party Claim shall be borne by Sellers.

Third Party Claim Procedure. If the Companies a claim, action, suit or Purchasers are sued proceeding which is subject to indemnification hereunder is made or threatened to be sued initiated by a third partyparty against a Buyer Indemnified Party, Buyer Indemnified Party shall promptly notify Seller in writing; provided that the failure to notify Seller will not relieve Seller of any liability that it may have to any Buyer Indemnified Party, except to the extent that Seller demonstrates that the defense of such third party action is prejudiced by Buyer Indemnified Party's failure to give such notice. Seller shall have 15 days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof. In such case, Seller shall be entitled to control the defense or settlement of such matter at its own cost and expense and Buyer Indemnified Parties shall cooperate in such settlement or defense and give Seller full access to all information relevant thereto, including necessary access to the books and records of Buyer. In the event that both Seller and a Buyer Indemnified Party are parties to the third party action and Seller elects to have counsel defend any governmental agenciessuch lawsuit at its own cost and expense, such counsel, with the consent of Buyer Indemnified Parties, shall also defend Buyer Indemnified Parties in respect thereof. In the event Seller does not elect to have its counsel defend Buyer Indemnified Parties for any reason, including a conflict of interest in the representation of Seller, on the one hand, and Buyer Indemnified Parties, on the other, by counsel for Seller, then Seller shall bear the reasonable fees and expenses of one counsel for Buyer Indemnified Parties. In the event Seller proposes to have its counsel represent Buyer Indemnified Parties, and such counsel is not reasonably acceptable to Buyer Indemnified Parties, because of a conflict of interest, then Seller shall bear the reasonable fees and expenses of one counsel for Buyer Indemnified Parties. Seller shall have the right at its own expense to settle in full any claim in respect of a matter for which indemnification is sought hereunder, provided (i) there is no finding or if admission of any violation by any Buyer Indemnified Party of any law, ordinance, regulation, statute or the Companies like or Purchasers of the rights of any person; (ii) the sole relief provided is monetary damages that are subjected paid in full by Seller; and (iii) Buyer Indemnified Parties shall have no liability with respect to any audit such compromise or examination by any tax authority ("THIRD PARTY CLAIM"), which may give rise to a Purchaser Claim, Purchasers shall give Sellers immediately (unverzuglich) written notice settlement of such Third Party Claimthird party claim and Seller obtains a general release in favor of Buyer Indemnified Parties to such effect. Purchasers shall ensure that Sellers shall be provided with all material, information and assistance relevant in relation to the Third Party Claim, be given reasonable opportunity to comment or discuss with Purchasers any measures which Purchasers proposes to take or to omit in connection with a Third Party Claim. In particular, Sellers shall be given the opportunity to comment on, participate in, and review any reports, all relevant tax and social security audits or other measures and receive without undue delay copies of all relevant orders e.g. (Bescheide) of any authority, in each case subject to applicable law. No admission of liability shall be made by or on behalf of Purchasers or the Companies and the Third Party Claim Seller shall not be compromisedobligated to Buyer Indemnified Parties hereunder for any settlement by Buyer Indemnified Parties while Seller is negotiating a settlement thereof, disposed of or settled contesting the matter thereof, if such settlement is entered into without the prior written consent of Sellers, Seller which consent shall not be unreasonably withheld. FurtherIn the event that Seller pays any sums hereunder in full settlement of any such claim against Buyer Indemnified Parties, however, subject to prior consultation with Purchasers and subject to Purchasers' prior written consent, which Buyer Indemnified Parties shall not be unreasonably withheld, Sellers shall be entitled at assign all their own discretion to take such action (or cause Purchasers or the Companies to take such action) as it deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third Party Claim (including making counter claims or other claims rights against third parties) in the name of and on behalf of Purchasers or the Companies concerned and Purchasers will give and cause the Companies , which relate to give (subject such settlement, to them being paid all reasonable out-of-pocket costs and expenses), all such information and assistance, as described above, including during normal business hours and upon prior written notice access to premises and personnel and including the right to examine and copy or photograph any assets, accounts, documents and records for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any such claim or liability as Sellers or their professional advisers may reasonably request provided it is done in such a way so as to minimize business disruption. Sellers agree to use all such information confidentially only for such purpose and to treat them confidentially. To the extent that Sellers are in breach of a Sellers' Guarantee or covenant, all costs and expenses reasonably incurred by Sellers in defending such Third Party Claim shall be borne by SellersSeller.

Third Party Claim Procedure. If the Companies a claim, action, suit or Purchasers are sued proceeding which is subject to indemnification hereunder is made or threatened to be sued initiated by a third partyparty against a Seller Indemnified Party, such Seller Indemnified Party shall promptly notify Buyer in writing; provided that the failure to notify Buyer will not relieve Buyer of any liability that it may have to any Seller Indemnified Party, except to the extent that Buyer demonstrates that the defense of such third party action is prejudiced by Seller Indemnified Party's failure to give such notice. Buyer shall have 15 days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof. In such case, Buyer shall be entitled to control the defense or settlement of such matter at its own cost and expense and Seller Indemnified Parties shall cooperate in such settlement or defense and give Buyer full access to all information relevant thereto, including necessary access to the books and records of Seller. In the event that both Buyer and a Seller Indemnified Party are parties to the third party action and Buyer elects to have counsel defend any governmental agenciessuch lawsuit at its own cost and expense, such counsel, with the consent of Seller Indemnified Parties, shall also defend Seller Indemnified Parties in respect thereof. In the event Buyer does not elect to have its counsel defend Seller Indemnified Parties for any reason, including a conflict of interest in the representation of Buyer, on the one hand, and Seller Indemnified Parties, on the other, by counsel for Buyer, then Buyer shall bear the reasonable fees and expenses of one counsel for Seller Indemnified Parties. In the event Buyer proposes to have its counsel represent Seller Indemnified Parties, and such counsel is not reasonably acceptable to Seller Indemnified Parties, because of a conflict of interest, then Buyer shall bear the reasonable fees and expenses of one counsel for Seller Indemnified Parties. Buyer shall have the right at its own expense to settle in full any claim in respect of a matter for which indemnification is sought hereunder, provided (i) there is no finding or if admission of any violation by any Seller Indemnified Party of any law, ordinance, regulation, statute or the Companies like or Purchasers of the rights of any person; (ii) the sole relief provided is monetary damages that are subjected paid in full by Buyer; and (iii) Seller Indemnified Parties shall have no liability with respect to any audit such compromise or examination by any tax authority ("THIRD PARTY CLAIM"), which may give rise to a Purchaser Claim, Purchasers shall give Sellers immediately (unverzuglich) written notice settlement of such Third Party Claimthird party claim and Buyer obtains a general release in favor of Seller Indemnified Parties to such effect. Purchasers shall ensure that Sellers shall be provided with all material, information and assistance relevant in relation to the Third Party Claim, be given reasonable opportunity to comment or discuss with Purchasers any measures which Purchasers proposes to take or to omit in connection with a Third Party Claim. In particular, Sellers shall be given the opportunity to comment on, participate in, and review any reports, all relevant tax and social security audits or other measures and receive without undue delay copies of all relevant orders e.g. (Bescheide) of any authority, in each case subject to applicable law. No admission of liability shall be made by or on behalf of Purchasers or the Companies and the Third Party Claim Buyer shall not be compromisedobligated to Seller Indemnified Parties hereunder for any settlement by Seller Indemnified Parties while Buyer is negotiating a settlement thereof, disposed of or settled contesting the matter thereof, if such settlement is entered into without the prior written consent of Sellers, Buyer which consent shall not be unreasonably withheld. FurtherIn the event that Buyer pays any sums hereunder in full settlement of any such claim against Seller Indemnified Parties, however, subject to prior consultation with Purchasers and subject to Purchasers' prior written consent, which Seller Indemnified Parties shall not be unreasonably withheld, Sellers shall be entitled at assign all their own discretion to take such action (or cause Purchasers or the Companies to take such action) as it deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third Party Claim (including making counter claims or other claims rights against third parties) in the name of and on behalf of Purchasers or the Companies concerned and Purchasers will give and cause the Companies , which relate to give (subject such settlement, to them being paid all reasonable out-of-pocket costs and expenses), all such information and assistance, as described above, including during normal business hours and upon prior written notice access to premises and personnel and including the right to examine and copy or photograph any assets, accounts, documents and records for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any such claim or liability as Sellers or their professional advisers may reasonably request provided it is done in such a way so as to minimize business disruption. Sellers agree to use all such information confidentially only for such purpose and to treat them confidentially. To the extent that Sellers are in breach of a Sellers' Guarantee or covenant, all costs and expenses reasonably incurred by Sellers in defending such Third Party Claim shall be borne by SellersBuyer.

Third Party Claim Procedure. If the Companies or Purchasers are sued or threatened to be sued by a third party, including any governmental agencies, or if the Companies or Purchasers are subjected to any audit or examination by any tax authority ("THIRD PARTY CLAIM"“Third Party Claim”), which may reasonably give rise to a Purchaser Claimclaim by the Purchasers, Purchasers the Purchasers’ Guarantor shall give Sellers immediately Seller 1 without undue delay (unverzuglichunverzüglich) written notice of such Third Party Claim. The Purchasers shall ensure that Sellers Seller 1 shall be provided with all material, material information and assistance relevant in relation to the Third Party Claim, Claim and be given reasonable opportunity to comment or discuss with the Purchasers and the Purchasers’ Guarantor any measures which the Purchasers proposes and the Purchasers’ Guarantor propose to take or to omit in connection with a Third Party Claim. In particular, the Sellers shall be given the opportunity to comment on, participate in, and review any reports, all relevant tax and social security audits or other measures and receive without undue delay copies of all relevant orders e.g. (Bescheide) e.g. of any authority, in each case subject . Seller 1 agrees to applicable lawuse all such information confidentially only for such purpose. No admission of liability shall be made by or on behalf of the Purchasers or the Companies and the Third Party Claim shall not be compromised, disposed of or settled without the prior written consent of Sellers, which shall Seller 1 not to be unreasonably withheld. Further, however, subject to prior consultation with If the Purchasers and subject the Purchasers’ Guarantor decide not to take any action against the Third Party Claim, Seller 1 shall be entitled with the consent of the Purchasers' prior written consent’ Guarantor, which shall such consent not to be unreasonably withheld, Sellers shall be entitled at their own discretion to take such action (or cause Purchasers or the Companies to take such action) as it deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third Party Claim (including making counter claims or other claims against third parties) in the name of and on behalf of the Purchasers or and the Companies concerned and Purchasers will give and cause the Companies to give (subject to them being paid all reasonable out-of-pocket costs and expenses), all such information and assistance, as described above, including during normal business hours and upon prior written notice access to premises files and personnel and including the right to examine and copy or photograph any assets, accounts, documents and records for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any such claim or liability as Sellers the Seller 1 or their its professional advisers may reasonably request provided it is done in such a way so as to minimize business disruptionrequest. Sellers agree Seller 1 agrees to use all such information confidentially only for such purpose and to treat them confidentiallypurpose. To the extent that Sellers are Seller 1 is in breach of a the Sellers' Guarantee or covenant’ Guarantee, all reasonable costs and expenses reasonably incurred by Sellers the Purchasers in defending such Third Party Claim shall be borne by SellersSeller 1. To the extent Seller 1 is not in breach, any costs and expenses reasonably incurred by the Sellers in connection with the defense shall be borne by the Purchasers.