Common use of Claims Handling Clause in Contracts

Claims Handling. information and access 6.1 The Purchaser shall give notice to the Sellers containing reasonable details of any matter or thing of which any member of the Purchaser Group becomes aware that indicates that: 6.1.1 any claim, action or demand by a third party against any member of the Purchaser Group which has or is reasonably likely to give rise to a General Warranty Claim (“Defendant Claim”), has been, will or is likely to be made; or 6.1.2 any right which any member of the Purchaser Group has or becomes entitled to recover from any third party any sum in relation to any matter or thing that has given or is likely to give rise to a General Warranty Claim (“Recovery Claim”), exists or is likely to exist; as soon as reasonably practicable. 6.2 The Purchaser shall (and shall procure that each other member of the Purchaser Group shall): 6.2.1 keep the Sellers’ Representative informed as soon as reasonably practicable of all material developments in relation to any matter or thing required to be notified pursuant to paragraphs 2.1 and 6.1; 6.2.2 preserve all documents, records, correspondence, accounts and other information whatsoever (in whatever form held) which are or may be relevant to any possible or actual General Warranty Claim, Defendant Claim or Recovery Claim (“Retained Information”); 6.2.3 during normal business hours and on reasonable notice, allow the Sellers and their agents to have access to, and to take copies (at the Sellers’ own expense) of, the Retained Information or any part of it; and 6.2.4 during normal business hours and on reasonable notice, make available to the Sellers such of its personnel who are in possession of Retained Information at the premises at which the relevant individual is employed (or, as reasonably required, to attend judicial proceedings) as the Sellers may reasonably require in the exercise of their rights under paragraphs 7 or 8, provided that nothing in this paragraph 6.2 shall oblige any member of the Purchaser Group to provide or allow access to any Retained Information that is reasonably regarded by the Purchaser and its legal advisers as legally privileged in relation to the possible or actual General Warranty Claim, Defendant Claim or Recovery Claim.

Claims Handling. information and access 6.1 15.1 The Purchaser shall shall, as soon as reasonably practicable, give notice to the Sellers Seller containing reasonable details of any matter or thing of which any member of the Purchaser Group becomes aware that indicates that: 6.1.1 any claim, action or demand by a third party against any member of 15.1.1 the Purchaser Group which has or is reasonably likely to give rise to have a General Warranty Claim (“other than a Tax Claim or a claim under clause 10 (Leakage)); 15.1.2 any Defendant Claim”), Claim has been, will or is likely to be made; or 6.1.2 15.1.3 any right which any member of the Purchaser Group has or becomes entitled to recover from any third party any sum in relation to any matter or thing that has given or is likely to give rise to a General Warranty Recovery Claim (“Recovery Claim”), exists or is likely to exist; as soon as reasonably practicable. Such notice shall not be a condition precedent to the liability of the Seller in relation to any Claim, provided that such Claim (other than a Tax Claim or a claim under clause 10 (Leakage)) is notified in accordance with paragraph 5.1. 6.2 15.2 The Purchaser shall (shall, and shall procure that each other member of the Purchaser Group shall):: 6.2.1 15.2.1 keep the Sellers’ Representative Seller reasonably and promptly informed as soon as reasonably practicable of all material developments in relation to any matter or thing required to be notified pursuant to paragraphs 2.1 and 6.1paragraph 5.1; 6.2.2 15.2.2 preserve all documents, records, correspondence, accounts and other information whatsoever (in whatever form held) which are or may be relevant to any possible actual or actual General Warranty Claimpotential Claim (other than a Tax Claim or a claim under clause 10 (Leakage)), Defendant Claim or Recovery Claim (“"Retained Information”");; Table of Contents 6.2.3 15.2.3 during normal business hours and on reasonable noticenotice (and subject to duties of confidentiality including as set out in clause 12), and as the Seller may reasonably require: 15.2.3.1 allow the Sellers Seller and their agents its Representatives to have access toto the Retained Information, its premises and assets, and to take copies (at the Sellers’ Seller's own expense) of, of the Retained Information or any part of itit and photographs of any premises or assets; and 6.2.4 during normal business hours and on reasonable notice, 15.2.3.2 make available to the Sellers Seller and its Representatives such of its personnel who are in possession of the Retained Information or any part of it (such personnel to be available at the premises at which the relevant individual is employed (or, as reasonably required, and to attend judicial legal proceedings) as the Sellers may reasonably require in the exercise of their rights under paragraphs 7 or 8), provided that nothing in this paragraph 6.2 15.2 shall oblige any member of require the Purchaser Group to provide or allow access to any Retained Information that is reasonably regarded by the Purchaser and its legal advisers as legally privileged in relation to the possible any actual or actual General potential Claim (other than a Tax Warranty Claim, Defendant Claim or Recovery Claim).

Claims Handling. information and access 6.1 13.1 The Purchaser shall shall, as soon as reasonably practicable, give notice to the Sellers Seller containing reasonable details of any matter or thing of which any member of the Purchaser Group becomes aware that indicates that: 6.1.1 any claim, action or demand by a third party against any member of (a) the Purchaser Group which has or is reasonably likely to give rise to have a General Warranty Non-Tax Claim; (b) any Defendant Claim (“Defendant Claim”), has been, will or is likely to be made; or 6.1.2 (c) any right which any member of the Purchaser Group has or becomes entitled to recover from any third party any sum in relation to any matter or thing that has given or is likely to give rise to a General Warranty Recovery Claim (“Recovery Claim”), exists or is likely to exist; . 13.2 The Purchaser shall, and shall procure that the Purchaser Group shall: (a) keep the Seller informed, as soon as reasonably practicable. 6.2 The Purchaser shall (and shall procure that each other member of the Purchaser Group shall): 6.2.1 keep the Sellers’ Representative informed as soon as reasonably practicable , of all material developments in relation to any matter or thing required to be notified pursuant to paragraphs 2.1 and 6.1paragraph 5.2 or 13.1; 6.2.2 (b) preserve all documents, records, correspondence, accounts and other information whatsoever (in whatever form held) which are or may it considers (acting reasonably) to be relevant to any possible actual or actual General Warranty potential Non‑Tax Claim, Defendant Claim or Recovery Claim (“"Retained Information”"); 6.2.3 (c) during normal business hours and on reasonable notice, and as the Seller may reasonably require: (i) allow the Sellers Seller and their agents its Representatives (upon prior entry into a non disclosure agreement in a form reasonably required by the Purchaser that is consistent and no more onerous than the provisions of clause 9 of this agreement) to have access toto the Retained Information, its premises and assets, and to take copies (at the Sellers’ Seller's own expense) of, of the Retained Information or any part of itit and photographs of any premises or assets; and 6.2.4 during normal business hours and on reasonable notice, (ii) make available to the Sellers Seller and its Representatives (upon prior entry into a non disclosure agreement in a form reasonably required by the Purchaser that is consistent and no more onerous than the provisions of clause 9 of this agreement) such of its personnel who are in possession of the Retained Information or any part of it (such personnel to be available at the premises at which the relevant individual is employed (or, as and to attend legal proceedings if reasonably required, to attend judicial proceedings) as the Sellers may reasonably require in the exercise of their rights under paragraphs 7 or 8, provided that nothing in this paragraph 6.2 shall oblige any member of the Purchaser Group to provide or allow access to any Retained Information that is reasonably regarded by the Purchaser and its legal advisers as legally privileged in relation to the possible or actual General Warranty Claim, Defendant Claim or Recovery Claim).

Claims Handling. information and access 6.1 The 11.1 Subject always to paragraphs 11.3, 11.4 and 12, the Purchaser shall give notice as soon as reasonably practicable to the Sellers Sellers’ Representative containing reasonable details of any matter or thing of which any member of the Purchaser Group becomes aware that indicates that: 6.1.1 11.1.1 the Purchaser has or is likely to have a General Warranty Claim; or 11.1.2 any claimDefendant Claim has been, action will be or demand is likely to be made. Such notice shall not be a condition precedent to the liability of any Warrantor in relation to any General Warranty Claim, provided that such General Warranty Claim is notified in accordance with paragraph 4. 11.2 Subject always to paragraphs 11.3, 11.4 and 12, the Purchaser shall: 11.2.1 keep the Sellers’ Representative reasonably informed of the progress of, and all material developments in relation to a Defendant Claim; and 11.2.2 provide the Sellers’ Representative with copies of all material information and correspondence relating to the Defendant Claim. Fulfilment of the obligations in this paragraph 11.2 shall not be a condition precedent to the liability of any Warrantor in relation to any General Warranty Claim, provided that such General Warranty Claim is notified in accordance with paragraph 4. 11.3 Each Claim Warrantor shall at all times keep confidential, and shall procure that he and the Sellers’ Representative shall at all times keep confidential, all information obtained by a third party against it pursuant to paragraph 11.1 and/or 11.2. 11.4 The Purchaser shall be entitled to control any litigation relating to any Claim or Defendant Claim and the Sellers shall not be entitled to (and have no right to) require the Purchaser or any member of the Purchaser Group which has or is reasonably likely to give rise to a General Warranty Claim (“Defendant Claim”), has been, will or is likely to be made; orincluding the Company) to: 6.1.2 any right which any member of the Purchaser Group has or becomes entitled 11.4.1 seek to recover from any third party other person any sum in relation respect of such claim; or 11.4.2 give conduct or right of recovery to any of the Sellers in respect of any claim or right against any person in respect of any matter or thing that has given or is likely to give giving rise to a General Warranty Claim (“Recovery Claim”), exists or is likely to exist; as soon as reasonably practicablesuch claim. 6.2 The Purchaser shall (and shall procure that each other member of the Purchaser Group shall): 6.2.1 keep the Sellers’ Representative informed as soon as reasonably practicable of all material developments in relation to any matter or thing required to be notified pursuant to paragraphs 2.1 and 6.1; 6.2.2 preserve all documents, records, correspondence, accounts and other information whatsoever (in whatever form held) which are or may be relevant to any possible or actual General Warranty Claim, Defendant Claim or Recovery Claim (“Retained Information”); 6.2.3 during normal business hours and on reasonable notice, allow the Sellers and their agents to have access to, and to take copies (at the Sellers’ own expense) of, the Retained Information or any part of it; and 6.2.4 during normal business hours and on reasonable notice, make available to the Sellers such of its personnel who are in possession of Retained Information at the premises at which the relevant individual is employed (or, as reasonably required, to attend judicial proceedings) as the Sellers may reasonably require in the exercise of their rights under paragraphs 7 or 8, provided that nothing in this paragraph 6.2 shall oblige any member of the Purchaser Group to provide or allow access to any Retained Information that is reasonably regarded by the Purchaser and its legal advisers as legally privileged in relation to the possible or actual General Warranty Claim, Defendant Claim or Recovery Claim.

Claims Handling. information and access 6.1 12.1 The Purchaser shall shall, as soon as reasonably practicable, give notice to the Sellers containing reasonable details of any matter or thing of which any member of the Purchaser Group becomes aware that indicates that: 6.1.1 12.1.1 any claim, action or demand by a third party against any member of the Purchaser Group which has or is reasonably likely to give rise to a General Warranty Defendant Claim (“Defendant Claim”), has been, will or is likely to be made; or 6.1.2 12.1.2 any right which any member of the Purchaser Group has or becomes entitled to recover from any third party any sum in relation to any matter or thing that has given or is likely to give rise to a General Warranty Recovery Claim (“Recovery Claim”), exists or is likely to exist; as soon as reasonably practicable. Such notice shall not be a condition precedent to the liability of any Seller in relation to any Non-Tax Claim, provided that such Claim is notified in accordance with paragraph 4.1. 6.2 The 12.2 Subject to the requirements (if any) of the Purchaser shall (Group’s insurers, the Purchaser shall, and shall procure that each other member of the Purchaser Group shall):: 6.2.1 12.2.1 keep the Sellers’ Representative each Seller fully and promptly informed as soon as reasonably practicable of all material developments in relation to any matter or thing required to be notified pursuant to paragraphs 2.1 and 6.1paragraph 12.1; 6.2.2 12.2.2 preserve all documents, records, correspondence, accounts and other information whatsoever (in whatever form held) which are or may be relevant to any possible actual or actual General Warranty potential Non-Tax Claim, Defendant Claim or Recovery Claim (“Retained Information”); 6.2.3 12.2.3 during normal business hours and on reasonable notice, and as any Seller may reasonably require: 12.2.4 allow the Sellers such Seller and their agents its Representatives to have access toto the Retained Information, its premises and assets, and to take copies (at the Sellers’ such Claim Seller’s own expense) of, of the Retained Information or any part of itit and photographs of any premises or assets; and 6.2.4 during normal business hours and on reasonable notice, 12.2.5 make available to the Sellers such Seller and its Representatives such of its personnel who are in possession of the Retained Information or any part of it (such personnel to be available at the premises at which the relevant individual is employed (or, as reasonably required, and to attend judicial legal proceedings) as the Sellers may reasonably require in the exercise of their rights under paragraphs 7 or 8), provided that nothing in this paragraph 6.2 12.2 shall oblige any member of require the Purchaser Group to provide or allow access to any Retained Information (a) to the extent such provision or access would contravene any applicable law or would breach any duty of confidentiality owed to any third party; or (b) that is reasonably regarded by the Purchaser and its legal advisers as legally privileged in relation to the possible any actual or actual General Warranty Claim, Defendant Claim or Recovery potential Non-Tax Claim.