Common use of Claim by a Third Party Clause in Contracts

Claim by a Third Party. With the exception of claims arising from “THE CONCESSIONS INCLUDED” which are accepted “as is, where they are, with all their defects” since the “BUYER” assumes all administrative, fiscal, labor and/or environmental responsibilities, prior to and after the date of signing of this “CONTRACT”, when it is a possible Impairment caused by a claim by any third party, including any inspection or action by a governmental authority, whether administrative, judicial or extrajudicial, the indemnifying party may assume the defense of any claim, and undertakes to exercise said right in particular in accordance with the principle of good faith and without prejudice to the interests of the parties and/or the “COMPANY”. For these purposes, the following procedure will be followed: (a) As soon as the third-party claim is received (the “Notice of Impairment”), the indemnifying party must be notified within the first third of the applicable law to respond to the claim. (b) The Notice of Impairment shall include all relevant information then held in relation to the Impairment. (c) The indemnifying party must respond to the claim in a timely manner, taking charge of the presentation of any guarantees that are required to be granted for the defense of the corresponding claim, and of the results of the judicial or extrajudicial defense procedure with total indemnity for the indemnified party. The indemnifying party, by itself or through the advisors it designates, will have free, prior and total access to all the information and documentation relating to the claim in question.