Common use of Third Party Claims and Recovery Clause in Contracts

Third Party Claims and Recovery. 10.3.1 In case a Third Party Claim arises that would lead to a Loss for which the Seller or the Company is liable for indemnification under Section 10.1: 10.3.1.1 The Buyer or the Parent shall promptly, but in no event later than twenty (20) Business Days after the Buyer or the Parent becomes aware of the Third Party Claim, give notice thereof to the Seller or the Company, as applicable; provided that the failure of the Buyer or the Parent to give notice of any Third Party Claim shall not release, waive or otherwise affect the Seller’s or the Company’s obligations, as applicable, with respect thereto except to the extent that the Seller or the Company, as applicable can demonstrate actual loss and prejudice as a result of such failure. The Seller and the Company shall have the right upon written notice to the Parent or the Buyer within ten (10) Business Days after the Seller’s or Company’s receipt of notice of such Claim, to conduct at its expense the defence against such claim in its own name, or if necessary in the name of the Parent or the Buyer. If Seller or the Company, as applicable, elects to assume control, the Seller or the Company, as applicable, shall consult with the Parent and Buyer for the purpose of allowing the Parent and Buyer to participate in such defence at its own cost. If the Seller or the Company, as applicable, elects not to assume control, the Parent or the Buyer, as applicable, shall retain control of such Third Party Claim. 10.3.1.2 Neither the Buyer nor the Parent shall make any admission of liability or agree to settle or compromise any Claim with any Person, body or authority in relation thereto, without obtaining the prior written consent of the Seller or the Company, as applicable, which shall not be unreasonably withheld, conditioned or delayed. 10.3.1.3 If the Seller or the Company, as applicable, elects to assume control of the defence pursuant to Section 10.3.1.1, the Parent and the Buyer shall grant and give (a) all authorisations and all reasonable assistance necessary to enable the Seller or the Company, as applicable, to dispute and defend any such claim and properly to conduct any litigation resulting there from and (b) reasonable access to the personnel of the Parent and the Buyer, as the case may be, and to any relevant premises, accounts, documents and records within their respective possessions, in order to enable the Seller or the Company, as applicable, to examine the basis of any potential Third Party Claim. 10.3.2 If the Seller or the Company, as applicable, makes any payment to the Buyer or the Parent, as applicable, as a settlement of a Claim and the Buyer or the Parent has the right to recover from any third party any amount that has formed the basis of the Claim, the Buyer or the Parent, as applicable, shall promptly and upon written request from the Seller or the Company, as applicable, assign that right to the Seller or the Company, as applicable.

Third Party Claims and Recovery. 10.3.1 In case 11.1.1 The Buyer shall in order to preserve its right to bring a Claim against the Sellers upon the event of a Third Party Claim arises that would lead to a Loss for which the Seller or the Company is liable for indemnification under Section 10.1Claim: 10.3.1.1 The Buyer or the Parent shall promptly, but (a) in no event later than twenty forty (2040) Business Days after the Buyer or the Parent (subject to Closing having occurred) any Group Company becomes aware of the Third Party Claimrelevant fact or set of circumstances, give notice thereof to the Seller or the Company, as applicable; provided that the failure of the Buyer or the Parent to give notice of any Third Party Claim shall not release, waive or otherwise affect the Seller’s or the Company’s obligations, as applicable, with respect thereto except to the extent that the Seller or the Company, as applicable can demonstrate actual loss and prejudice as a result of such failure. The Seller and the Company shall have the right upon written notice to the Parent or the Buyer within ten (10) Business Days after the Seller’s or Company’s receipt of notice of such Claim, to conduct at its expense the defence against such claim in its own name, or if necessary in the name of the Parent or the Buyer. If Seller or the Company, as applicable, elects to assume control, the Seller or the Company, as applicable, shall consult with the Parent and Buyer for the purpose of allowing the Parent and Buyer to participate in such defence at its own cost. If the Seller or the Company, as applicable, elects not to assume control, the Parent or the Buyer, as applicable, shall retain control of such Third Party Claim.Representative; 10.3.1.2 Neither the Buyer nor the Parent shall make any admission of liability or agree to settle or compromise any Claim with any Person, body or authority in relation thereto, without obtaining the prior written consent of the Seller or the Company, as applicable, which shall not be unreasonably withheld, conditioned or delayed. 10.3.1.3 If the Seller or the Company, as applicable, elects to assume control of the defence pursuant to Section 10.3.1.1, the Parent and the Buyer shall grant and give (a) all authorisations and all reasonable assistance necessary to enable the Seller or the Company, as applicable, to dispute and defend any such claim and properly to conduct any litigation resulting there from and (b) reasonable give the Seller Representative full access to the personnel of the Parent and Buyer and/or the Buyerrelevant Group Company, as the case may be, and to any relevant premises, accounts, documents and records within their respective possessionspossession, and to take copies thereof, in order to enable the Seller or the Company, as applicable, Sellers to examine the basis of any potential Third Party Claim; and (c) subject to the Seller Representative (on behalf of the relevant Seller(s)) or the relevant Seller in writing accepting full liability for the Third Party Claim (to the extent the Buyer is entitled to bring a Claim against such Seller): (i) not make any admission of liability and not agree to settle or compromise any Third Party Claim with any person, body or authority in relation thereto, without obtaining the prior written consent of the Seller Representative; (ii) upon the Seller Representative’s request, allow the Sellers the right to dispute and defend such Third Party Claim in the name of the relevant Group Company, which shall include the right to make any counterclaim available to the relevant Group Company, and to properly conduct any litigation resulting therefrom. 10.3.2 11.1.2 If the Seller or the Company, as applicable, makes Sellers make any payment to the Buyer or the Parent, as applicable, as a settlement of a Claim and the Buyer or any of the Parent has Group Companies have the right to recover or receives recovery from any a third party any amount that has formed the basis of the such Claim, the Buyer or the Parent, as applicable, shall promptly and upon written request from the Seller or the Company, as applicable, assign that be deemed hereunder to have assigned such right to recovery to the Seller Representative, or if such amounts were received, immediately transfer such funds to such bank account as designated by the Company, as applicableSeller Representative.

Third Party Claims and Recovery. 10.3.1 11.3.1 In the case of the Buyer, or the Target Companies becoming aware of any fact or set of circumstances which are likely to give rise to a Third Party Claim arises that would lead to (which could result in a Loss for which the Seller or the Company is liable for indemnification under Section 10.1: 10.3.1.1 The Buyer or the Parent shall promptlyClaim), but in no event later than twenty (20) Business Days after the Buyer shall either itself, or shall procure that the Parent becomes aware of the Third Party ClaimTarget Companies shall, give notice thereof subject to the Seller or Sellers indemnifying the Company, as applicable; provided that the failure Buyer and other members of the Buyer or Group against all Losses (subject to the Parent to limitations set forth in Section 11.2): (a) as soon as reasonably practicable give written notice of any Third Party Claim shall not release, waive or otherwise affect the Seller’s or the Company’s obligations, as applicable, with respect thereto except it to the extent that the Seller or the Company, as applicable can demonstrate actual loss and prejudice as a result of such failure. The Seller and the Company shall have the right upon written notice to the Parent or the Buyer within ten Sellers; (10b) Business Days after the Seller’s or Company’s receipt of notice of such Claim, to conduct at its expense the defence against such claim in its own name, or if necessary in the name of the Parent or the Buyer. If Seller or the Company, as applicable, elects to assume control, the Seller or the Company, as applicable, shall consult with the Parent and Buyer for the purpose of allowing the Parent and Buyer to participate in such defence at its own cost. If the Seller or the Company, as applicable, elects not to assume control, the Parent or the Buyer, as applicable, shall retain control of such Third Party Claim. 10.3.1.2 Neither the Buyer nor the Parent shall make any admission of liability or liability, agree to settle or compromise with, or take any Claim with action whatsoever against, any Personperson, body or authority in relation theretoto it, without obtaining the prior written consent of the Seller Sellers; (c) have due regard to the Sellers' interest in disputing, compromising, defending such Claim; (d) give the Sellers, or the CompanySellers' duly authorised representatives, as applicable, which shall not be unreasonably withheld, conditioned or delayed. 10.3.1.3 If the Seller or the Company, as applicable, elects to assume control of the defence pursuant to Section 10.3.1.1, the Parent and the Buyer shall grant and give (a) all authorisations and all reasonable assistance necessary to enable the Seller or the Company, as applicable, to dispute and defend any such claim and properly to conduct any litigation resulting there from and (b) reasonable access free of charge to the personnel of the Parent and Buyer or the BuyerTarget Companies during normal business hours, as the case may be, and to any relevant premises, accounts, documents and records within their respective possessionspossession, and to take copies of them, in order to enable the Seller Sellers, or the Company, as applicableSellers' duly authorised representatives, to examine the basis of any potential Third Party ClaimClaim subject to such persons entering into confidentiality undertakings on terms reasonably acceptable to the Buyer. 10.3.2 11.3.2 If a Third Party Claim that could lead to a Claim should come to the knowledge of the Buyer, or the Target Companies subject to the Sellers indemnifying the Buyer and other members of the Buyer Group against all Losses (subject to the limitations set forth in Section 11.2), the Buyer, upon the Sellers' written request, shall afford the Sellers the right to dispute and defend such Third Party Claim, in the name of the Company or the relevant Subsidiary (as appropriate). The Buyer shall ensure that the Company or the relevant Subsidiary will grant to the Sellers all authorisations and all assistance necessary to enable the Sellers to dispute and defend any such Claim. Should the Buyer not afford the Sellers the right to dispute and defend such Third Party Claim, the potential Claim arising as a result of such Third Party Claim shall be deemed waived by the Buyer. 11.3.3 If the Seller or the Company, as applicable, Sellers makes any payment to the Buyer or the Parent, as applicable, as a settlement of a Claim and the Buyer or the Parent has Target Companies have the right to recover from any third party any amount that has formed the basis of the Claim, the Buyer or the Parent, as applicable, shall promptly and upon on written request from the Seller or the Company, as applicable, Sellers assign that right to the Seller Sellers. 11.3.4 The provisions of Section 11.3.2 shall not apply in respect of any Third Party Claim if the Sellers do not notify the Buyer in writing of their intention to exercise their rights pursuant to the relevant paragraphs in respect of such Third Party Claim within 15 Business Days of the Buyer giving notice pursuant to Section 11.3.1 above. If the Sellers do not give notice during such period, the Buyer shall thereafter be entitled in its absolute discretion (but always subject to the Buyer's and the Target Companies' obligation to mitigate its and the Target Companies' loss) to discharge, settle, compromise, or resist any action, proceedings or claim against any member of the CompanyBuyer Group out of which the Third Party Claim may arise. 11.3.5 If the Sellers take over the conduct of proceedings and/or negotiations under the provisions of Section 11.3.2, as applicablethe Sellers shall keep the Buyer informed of proposed meetings with any relevant third party, allow an observer appointed on behalf of the Buyer to attend such meetings and advise the Buyer of the outcome of meetings and discussions to which any such observer was not a party or at which he was not present.

Third Party Claims and Recovery. 10.3.1 11.4.1. In case a the Purchaser becomes aware of any Third Party Claim arises that would Claim, which could lead to a Loss for which Claim, the Seller Purchaser, in order to maintain the right to bring a Claim against the Seller, shall or procure that the Company is liable for indemnification under Section 10.1shall: 10.3.1.1 The Buyer or the Parent shall promptly(a) as soon as reasonably practicable, but in no event later than twenty thirty (2030) Business Days days after the Buyer or the Parent Purchaser becomes aware of the Third Party Claim, give notice thereof to the Seller or the Company, as applicable; provided that the failure of the Buyer or the Parent to give notice of any Third Party Claim shall Seller; (b) not release, waive or otherwise affect the Seller’s or the Company’s obligations, as applicable, with respect thereto except to the extent that the Seller or the Company, as applicable can demonstrate actual loss and prejudice as a result of such failure. The Seller and the Company shall have the right upon written notice to the Parent or the Buyer within ten (10) Business Days after the Seller’s or Company’s receipt of notice of such Claim, to conduct at its expense the defence against such claim in its own name, or if necessary in the name of the Parent or the Buyer. If Seller or the Company, as applicable, elects to assume control, the Seller or the Company, as applicable, shall consult with the Parent and Buyer for the purpose of allowing the Parent and Buyer to participate in such defence at its own cost. If the Seller or the Company, as applicable, elects not to assume control, the Parent or the Buyer, as applicable, shall retain control of such Third Party Claim. 10.3.1.2 Neither the Buyer nor the Parent shall make any admission of liability or liability, agree to settle or compromise any Claim with any Personperson, body or authority in relation thereto, without obtaining the prior written consent of the Seller Seller; (c) have due regard to the Seller’s interest in disputing, compromising or defending such Claim; (d) give the Seller, or the CompanySeller’s duly authorised representatives, as applicable, which shall not be unreasonably withheld, conditioned or delayed. 10.3.1.3 If the Seller or the Company, as applicable, elects to assume control of the defence pursuant to Section 10.3.1.1, the Parent and the Buyer shall grant and give (a) all authorisations and all reasonable assistance necessary to enable the Seller or the Company, as applicable, to dispute and defend any such claim and properly to conduct any litigation resulting there from and (b) reasonable access free of charge to the personnel of the Parent and Purchaser, the BuyerCompany or the Subsidiaries, as the case may be, and to any relevant premises, accounts, documents and records within their respective possessionspossession, in order and to take copies of them, to enable the Seller Seller, or the Company, as applicableSeller’s duly authorised representatives, to examine the basis of any potential such Third Party Claim. 10.3.2 11.4.2. If a Third Party Claim that could lead to a Claim should come to the knowledge of the Purchaser, the Purchaser, upon the Seller’s request, shall afford the Seller the right to dispute and defend such Third Party Claim in the name of the Company or the Subsidiaries. The Purchaser shall ensure that the Company or the Subsidiaries will grant to the Seller all authorisations and all assistance necessary to enable the Seller to dispute and defend any such Claim. Should the Purchaser not afford the Seller the right to dispute and defend such Third Party Claim, the indemnifiable Loss arising as a result of such Third Party Claim shall be reduced by the amount with which it has increased as a result of the Seller not having disputed and defended such Third Party Claim. 11.4.3. Except as set out in this Agreement, the Seller shall not have the right to dispute and defend a Third Party Claim (i) if disputing and defending such claim, in the reasonable opinion of the Purchaser, may materially adversely affect an ongoing business relation with the third party making the claim or an affiliate of such third party, or (ii) if criminal liability affecting the Company or any Subsidiary, or any director or officer of the Company or any Subsidiary, could follow from such Third Party Claim. When disputing and defending a Third Party Claim, the Seller shall not make any admission of liability and not settle or compromise such Third Party Claim without obtaining the Purchaser’s prior written consent. 11.4.4. If the Seller or the Company, as applicable, makes has made any payment to the Buyer or the Parent, as applicable, Purchaser as a settlement of a any Claim and subsequent thereto the Buyer Purchaser, the Company or the Parent Subsidiaries has the right to recover from any third party any amount that has formed payable as a result of facts or circumstances forming the basis of the such Claim, then the Buyer or the ParentPurchaser shall, as applicable, shall promptly and upon written without request from the Seller or the Company, as applicableSeller, assign that right to the Seller or the Company, as applicableSeller.

Third Party Claims and Recovery. 10.3.1 (a) In case a Buyer or its Affiliates (including, after Closing, the Company) receive written notice or otherwise become actually aware of any Third Party Claim arises that would Claim, which may lead to a Loss for which the Seller or the Company is liable for indemnification Claim against Sellers under Section 10.1this Agreement, Buyer shall: 10.3.1.1 The (i) as soon as reasonably practicable after Buyer or the Parent shall promptly, but in no event later than twenty (20) Business Days after the Buyer or the Parent becomes has become aware of the Third Party Claim, give notice thereof of the Third Party Claim to the Seller Sellers’ Representative and keep the Sellers’ Representative reasonably informed on an ongoing basis of correspondence, negotiation, proceeding, dispute or the Company, as applicable; provided that the failure of the Buyer or the Parent litigation relating to give notice of such claim; (ii) use commercially reasonable best efforts to in good faith resist any Third Party Claim shall not releaseand mitigate any Loss caused by the Third Party Claim, waive or otherwise affect the Seller’s or the Company’s obligations, as applicable, with respect thereto except to the extent that such efforts do not cause material harm to the Seller interests of the Company or the CompanyBusiness; and (iii) at the request of the Sellers’ Representative, as applicable can demonstrate actual loss and prejudice as a result allow the Sellers’ Representative, at the sole cost of such failure. The Seller and the Company shall have the right upon written notice to the Parent or the Buyer within ten (10) Business Days after the Seller’s or Company’s receipt of notice of such ClaimSellers’ Representative, to conduct at its expense the defence against such claim in its own nameparticipate and give input in, but not direct or if necessary in the name of the Parent or the Buyer. If Seller or the Company, as applicable, elects to assume control, the Seller or the Company, as applicable, shall consult with the Parent proceedings and Buyer for the purpose of allowing the Parent and Buyer to participate in such defence at its own cost. If the Seller or the Company, as applicable, elects not to assume control, the Parent or the Buyer, as applicable, shall retain control of negotiations concerning such Third Party ClaimClaim with Buyer (and the Company) and provide Sellers’ Representative such information as is reasonably necessary in connection with the Sellers’ Representative participating the in the proceedings and negotiations. 10.3.1.2 Neither the Buyer nor the Parent shall make any admission of liability or agree to settle or compromise any Claim with any Person, body or authority in relation thereto, without obtaining the prior written consent of the Seller or the Company, as applicable, which shall not be unreasonably withheld, conditioned or delayed. 10.3.1.3 If the Seller or the Company, as applicable, elects to assume control of the defence pursuant to Section 10.3.1.1, the Parent and the Buyer shall grant and give (a) all authorisations and all reasonable assistance necessary to enable the Seller or the Company, as applicable, to dispute and defend any such claim and properly to conduct any litigation resulting there from and (b) reasonable access to the personnel of the Parent and the Buyer, as the case may be, and to any relevant premises, accounts, documents and records within their respective possessions, in order to enable the Seller or the Company, as applicable, to examine the basis of any potential Third Party Claim. 10.3.2 If the Seller or the Company, as applicable, makes Sellers have made any payment to the Buyer or the Parent, as applicable, as a settlement of a any Claim and the Buyer or the Parent has Company have the right to recover from any third party any amount that has formed payable as a result of facts or circumstances forming the basis of the such Claim, then Buyer shall, or shall cause that the Buyer or Company shall, upon request of the Parent, as applicable, shall promptly and upon written request from the Seller or the Company, as applicableSellers’ Representative, assign that right to Sellers, save where recovery or actions to seek recovery from such third party would involve a significant supplier or key partner of Buyer or the Seller Company and such actions or recovery would reasonably be expected to materially harm the interests of Buyer or the Company, in which case Buyer or the Company shall proceed to seek such recovery in good faith from such third party and the amounts so recovered shall reduce the amounts payable by Seller (and, as applicable, be returned to Sellers) on a USD-for-USD basis. (c) Buyer shall have the right to settle any Third Party Claim, provided, however, that Buyer shall notify the Sellers’ Representative in writing of the intention to settle the Third Party Claim, such notice including all material terms and conditions of the settlement. If the Sellers’ Representative within 20 Business Days from receiving the written notice in writing objects to the settlement, such settlement shall not be determinative that any amounts may be recovered by Buyer from Sellers in respect of such settled Third Party Claim pursuant to the indemnification provisions of Sections 8.1 and 8.2 or the amount of Loss incurred by Buyer, the Company or their Affiliates in respect of such Third Party Claim. For the avoidance of doubt, if the Sellers’ Representative informs Buyer in writing that the Seller’s Representative does not object to the settlement or if the Sellers’ Representative does not object to the settlement within the above 20 Business Days’ period, no Seller can object to the validity of the settlement amount as the Loss incurred by Buyer, the Company or their Affiliates. (d) Notwithstanding any of the foregoing, Sellers shall have no obligation to satisfy any Claim in respect of any Third Party Claim before the matter is subject to (i) a final settlement that has been either approved by the Sellers’ Representative or to which the Sellers’ Representative failed to object, both in accordance with Section 8.2.4(c), (ii) or a final non-appealable decision.

Third Party Claims and Recovery. 10.3.1 11.4.1. In case a the Purchaser becomes aware of any Third Party Claim arises that would Claim, which could lead to a Loss for which Claim, the Seller Purchaser, in order to maintain the right to bring a Claim against the Seller, shall or procure that the Company is liable for indemnification under Section 10.1shall: 10.3.1.1 The Buyer or the Parent shall promptly(a) as soon as reasonably practicable, but in no event later than twenty thirty (2030) Business Days days after the Buyer or the Parent Purchaser becomes aware of the Third Party Claim, give notice thereof to the Seller or the Company, as applicable; provided that the failure of the Buyer or the Parent to give notice of any Third Party Claim shall Seller; (b) not release, waive or otherwise affect the Seller’s or the Company’s obligations, as applicable, with respect thereto except to the extent that the Seller or the Company, as applicable can demonstrate actual loss and prejudice as a result of such failure. The Seller and the Company shall have the right upon written notice to the Parent or the Buyer within ten (10) Business Days after the Seller’s or Company’s receipt of notice of such Claim, to conduct at its expense the defence against such claim in its own name, or if necessary in the name of the Parent or the Buyer. If Seller or the Company, as applicable, elects to assume control, the Seller or the Company, as applicable, shall consult with the Parent and Buyer for the purpose of allowing the Parent and Buyer to participate in such defence at its own cost. If the Seller or the Company, as applicable, elects not to assume control, the Parent or the Buyer, as applicable, shall retain control of such Third Party Claim. 10.3.1.2 Neither the Buyer nor the Parent shall make any admission of liability or liability, agree to settle or compromise any Claim with any Personperson, body or authority in relation thereto, without obtaining the prior written consent of the Seller Seller; (c) have due regard to the Seller’s interest in disputing, compromising or defending such Claim; (d) give the Seller, or the CompanySeller’s duly authorised representatives, as applicable, which shall not be unreasonably withheld, conditioned or delayed. 10.3.1.3 If the Seller or the Company, as applicable, elects to assume control of the defence pursuant to Section 10.3.1.1, the Parent and the Buyer shall grant and give (a) all authorisations and all reasonable assistance necessary to enable the Seller or the Company, as applicable, to dispute and defend any such claim and properly to conduct any litigation resulting there from and (b) reasonable access free of charge to the personnel of the Parent and Purchaser, the BuyerCompany or the Subsidiaries, as the case may be, and to any relevant premises, accounts, documents and records within their respective possessionspossession, in order and to take copies of them, to enable the Seller Seller, or the Company, as applicableSeller’s duly authorised representatives, to examine the basis of any potential such Third Party Claim. 10.3.2 11.4.2. If a Third Party Claim that could lead to a Claim should come to the knowledge of the Purchaser, the Purchaser, upon the Seller’s request, shall afford the Seller Execution copy the right to dispute and defend such Third Party Claim in the name of the Company or the Subsidiaries. The Purchaser shall ensure that the Company or the Subsidiaries will grant to the Seller all authorisations and all assistance necessary to enable the Seller to dispute and defend any such Claim. Should the Purchaser not afford the Seller the right to dispute and defend such Third Party Claim, the indemnifiable Loss arising as a result of such Third Party Claim shall be reduced by the amount with which it has increased as a result of the Seller not having disputed and defended such Third Party Claim. 11.4.3. Except as set out in this Agreement, the Seller shall not have the right to dispute and defend a Third Party Claim (i) if disputing and defending such claim, in the reasonable opinion of the Purchaser, may materially adversely affect an ongoing business relation with the third party making the claim or an affiliate of such third party, or (ii) if criminal liability affecting the Company or any Subsidiary, or any director or officer of the Company or any Subsidiary, could follow from such Third Party Claim. When disputing and defending a Third Party Claim, the Seller shall not make any admission of liability and not settle or compromise such Third Party Claim without obtaining the Purchaser’s prior written consent. 11.4.4. If the Seller or the Company, as applicable, makes has made any payment to the Buyer or the Parent, as applicable, Purchaser as a settlement of a any Claim and subsequent thereto the Buyer Purchaser, the Company or the Parent Subsidiaries has the right to recover from any third party any amount that has formed payable as a result of facts or circumstances forming the basis of the such Claim, then the Buyer or the ParentPurchaser shall, as applicable, shall promptly and upon written without request from the Seller or the Company, as applicableSeller, assign that right to the Seller or the Company, as applicableSeller.

Third Party Claims and Recovery. 10.3.1 In case a Purchaser becomes aware of any Third Party Claim arises that would Claim, which could lead to a Loss for which breach of this Agreement, Purchaser shall, in order to maintain the Seller or the Company is liable for indemnification under Section 10.1right to bring a Claim against OK and Seller: 10.3.1.1 The Buyer or the Parent shall promptly, but in no event later than twenty (20i) Business Days after the Buyer or the Parent becomes aware of the Third Party Claimas soon as reasonably practicable, give notice thereof to the Seller OK or the Company, as applicable; provided that the failure of the Buyer or the Parent to give notice of any Third Party Claim shall Seller; (ii) not release, waive or otherwise affect the Seller’s or the Company’s obligations, as applicable, with respect thereto except to the extent that the Seller or the Company, as applicable can demonstrate actual loss and prejudice as a result of such failure. The Seller and the Company shall have the right upon written notice to the Parent or the Buyer within ten (10) Business Days after the Seller’s or Company’s receipt of notice of such Claim, to conduct at its expense the defence against such claim in its own name, or if necessary in the name of the Parent or the Buyer. If Seller or the Company, as applicable, elects to assume control, the Seller or the Company, as applicable, shall consult with the Parent and Buyer for the purpose of allowing the Parent and Buyer to participate in such defence at its own cost. If the Seller or the Company, as applicable, elects not to assume control, the Parent or the Buyer, as applicable, shall retain control of such Third Party Claim. 10.3.1.2 Neither the Buyer nor the Parent shall make any admission of liability or agree to settle liability, agreement or compromise any Claim with any Personperson, body or authority in relation thereto, without obtaining the prior written consent of the Seller OK or the CompanySeller; (iii) in any action resist, as applicabledefend, which shall not be unreasonably withheld, conditioned or delayed. 10.3.1.3 If the Seller or the Company, as applicable, elects to assume control of the defence pursuant to Section 10.3.1.1, the Parent appeal and the Buyer shall grant and give (a) all authorisations and all reasonable assistance necessary to enable the Seller or the Company, as applicable, to dispute and defend any compromise such claim and properly to conduct any litigation resulting there from and in the best interest of Seller; (biv) give OK or Seller, or their duly authorised representatives, reasonable access to the personnel of the Parent and the Buyer, as the case may be, Purchaser and to any relevant premises, accounts, documents and records within their respective possessionspower, in order to enable the Seller OK or the CompanySeller, as applicableor their duly authorised representatives, to examine the basis of any potential such claim, premises, accounts, documents and records and to take copies or photocopies thereof. In case a Third Party Claim. 10.3.2 Claim would arise that could lead to a breach of this Agreement, any negotiations dispute or litigation relating thereto with any third party shall be handled by OK or by Seller at OK's or Seller's cost and after consultation with Purchaser. OK or Seller shall, however, make all reasonable efforts to avoid interference with the operations of the Company and shall at all times comply with the applicable laws and governmental regulations. If the OK or Seller or the Company, as applicable, makes has made any payment to the Buyer or the Parent, as applicable, Purchaser as a settlement of a Claim any claim and the Buyer or the Parent Purchaser has the right to recover from any third party any amount that has formed payable as a result of facts or circumstances forming the basis of the Claimsuch claim, the Buyer then Purchaser shall, upon request of OK or the ParentSeller, as applicable, shall promptly and upon written request from the Seller or the Company, as applicable, either assign that right to OK or Seller or, if OK or Seller so directs, Purchaser shall at the direction and cost of OK or Seller pursue the said recovery and account to OK or Seller for any monies or property, recovered. 37 Notwithstanding any of the Companyforegoing, as applicableOK or Seller shall have no obligation to satisfy any claim in respect of any Third Party Claim before the matter is subject to a final non-applicable decision.

Third Party Claims and Recovery. 10.3.1 In case a Purchaser becomes aware of any Third Party Claim arises that would Claim, which could lead to a Loss for which breach of this Agreement, Purchaser shall, in order to maintain the Seller or the Company is liable for indemnification under Section 10.1right to bring a Claim against Seller: 10.3.1.1 The Buyer or the Parent shall promptly(a) as soon as reasonably practicable, but in no event later than twenty thirty (2030) Business Days days after the Buyer or the Parent becomes date Purchaser became aware of the any circumstance giving rise to a Third Party Claim, give notice thereof to the Seller or the Company, as applicable; provided that the failure of the Buyer or the Parent to give notice of any Third Party Claim shall Seller; (b) not release, waive or otherwise affect the Seller’s or the Company’s obligations, as applicable, with respect thereto except to the extent that the Seller or the Company, as applicable can demonstrate actual loss and prejudice as a result of such failure. The Seller and the Company shall have the right upon written notice to the Parent or the Buyer within ten (10) Business Days after the Seller’s or Company’s receipt of notice of such Claim, to conduct at its expense the defence against such claim in its own name, or if necessary in the name of the Parent or the Buyer. If Seller or the Company, as applicable, elects to assume control, the Seller or the Company, as applicable, shall consult with the Parent and Buyer for the purpose of allowing the Parent and Buyer to participate in such defence at its own cost. If the Seller or the Company, as applicable, elects not to assume control, the Parent or the Buyer, as applicable, shall retain control of such Third Party Claim. 10.3.1.2 Neither the Buyer nor the Parent shall make any admission of liability or agree to settle liability, agreement or compromise any Claim with any Personperson, body or authority in relation thereto, without obtaining the prior written consent of the Seller or the CompanySeller; (c) in any action resist, as applicabledefend, which shall not be unreasonably withheld, conditioned or delayed. 10.3.1.3 If the Seller or the Company, as applicable, elects to assume control of the defence pursuant to Section 10.3.1.1, the Parent appeal and the Buyer shall grant and give (a) all authorisations and all reasonable assistance necessary to enable the Seller or the Company, as applicable, to dispute and defend any compromise such claim and properly to conduct any litigation resulting there from and in the best interest of Seller; (bd) give Seller, or Seller's duly authorized representatives, reasonable access to the personnel of the Parent and the Buyer, as the case may be, Purchaser and to any relevant premises, accounts, documents and records within their respective possessionspower, in order to enable the Seller Seller, or the Company, as applicableSeller's duly authorized representatives, to examine the basis of any potential such claim, premises, accounts, documents and records and to take copies or photocopies thereof. In case a Third Party Claim. 10.3.2 Claim would arise that could lead to a breach of this Agreement, any negotiation, dispute or litigation relating thereto with any third party shall be handled by Seller. If the Seller or the Company, as applicable, makes has made any payment to the Buyer or the Parent, as applicable, Purchaser as a settlement of a Claim any claim (the "Settlement Payment") and the Buyer or the Parent Purchaser has the right to recover from any third party any amount that has formed payable as a result of facts or circumstances forming the basis of the Claimsuch claim, the Buyer or the Parentthen Purchaser shall, as applicableupon request of Seller, shall promptly and upon written request from the Seller or the Company, as applicable, either assign that right to Seller or, if Seller so directs, Purchaser shall at the direction and cost of Seller pursue the said recovery and account to Seller for any monies or property recovered. In either case, that portion of any amount recovered from the Companythird party which is in excess of the Settlement Payment, as applicableafter deduction of Seller's reasonable costs in pursuing said recovery, shall be the property of Purchaser. Notwithstanding any of the foregoing, Seller shall have no obligation to satisfy any claim in respect of any Third Party Claim before the matter is subject to a final non-appealable decision.