Conduct of Third Party Claims Clause Samples
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Conduct of Third Party Claims. If either Party becomes aware of any claim or potential claim by a third party (a “Third Party Claim”), or of any other matter or circumstance, which in either case might result in a Claim being made against such Party, such Party shall:
(a) promptly (and in any event within ten (10) Business Days of becoming aware of it) give notice of the Third Party Claim or other matter or circumstance to the other Party and ensure that the other Party and its Representatives are given all reasonable information and facilities to investigate such Third Party Claim, matter or circumstance;
(b) not (and ensure that each of its Affiliates shall not) admit liability or make any agreement or compromise in relation to the Third Party Claim without prior written approval of the other Party; and
(c) subject to the notifying Party or its relevant Affiliates being indemnified by the other Party against all reasonable out of pocket costs and expenses incurred in respect of that Third Party Claim, ensure that it and each of its Affiliates shall:
(i) take any action as the other Party may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim;
(ii) allow the other Party (if it elects to do so) to take over the conduct of all proceedings or negotiations arising in connection with the Third Party Claim (provided that the other Party may not admit liability nor make any agreement or compromise in relation to the Third Party Claim without prior written approval of the notifying Party, such approval not to be unreasonably withheld, unless the agreement or compromise imposes no ongoing obligations or liability on the notifying Party); and
(iii) provide any information and assistance as the other Party may reasonably require in connection with the preparation for and conduct of any proceedings or negotiations relating to the Third Party Claim.
Conduct of Third Party Claims. 22.1 The provisions of this clause 22 shall apply in the event of any Third Party Claim.
22.2 In the event of a Third Party Claim, the Defendant Party shall:
(a) as soon as reasonably practicable, and in any event with 10 Business Days of the date upon which the Defendant Party becomes aware of the Third Party Claim, give written notice of such Third Party Claim to the Defaulting Party, specifying in reasonable detail the nature of the Third Party Claim and its connection to the breach(es) of this Agreement by the Defaulting Party;
(b) keep the Defaulting Party fully informed of the progress of, and all material developments in relation to, the Third Party Claim;
(c) provide the Defaulting Party with copies of all information and correspondence relating to the Third Party Claim; and
22.3 The Defaulting Party shall join, upon Defendant Party’s request, any discussions or dispute settlement procedure (whether amicable, judicial or arbitrational) following a Third Party Claim. Any failure by the Defendant Party to request the Defaulting Party to join such discussions or dispute settlement procedures (whether amicable, judicial or arbitrational) shall not limit the right of defence of the Defaulting Party in respect of such Third Party Claim.
22.4 Any hold harmless obligation set out under this Agreement is conditional upon the Defendant Party:
(a) fully cooperating with the Defaulting Party in any response and defence as reasonably required; and
(b) not entering into any settlement or acknowledging the existence or grounds of the Third Party Claim without the prior consent of the Defaulting Party.
22.5 The Defaulting Party shall indemnify and secure the Defendant Party to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Defendant as a consequence of any actions taken at the request of the Defaulting Party in accordance with this clause 22.
22.6 The provisions of clause 22 shall not apply in relation to a Third Party Claim if and to the extent that the application of them would render any policy of insurance maintained by or available to the Defendant Party void or voidable, or entitle the relevant insurer to repudiate or rescind any such policy in whole or in part, or in the event that a relevant insurer exercises its right to take over conduct of the Third Party Claim.
22.7 The Defaulting Party shall have no liability in respect of a Third Party Claim to the extent that the liability p...
Conduct of Third Party Claims. If any member of the Purchaser’s Group becomes aware of any circumstance which may give rise to a claim from a third party which in turn may give rise to a Warranty Claim (other than a Tax Claim) under this Agreement (a “Third Party Claim”), the Purchaser shall as soon as reasonably practicable give written notice thereof (including reasonable particulars of each such Third Party Claim or circumstance) (a “Notice of Third Party Claim”) to the Seller and the Purchaser shall procure that each member of the Purchaser’s Group shall:
Conduct of Third Party Claims. If the matter or circumstance that may give rise to a claim is a result of or in connection with a Third Party Claim, then provided that the Vendors shall indemnify the Purchaser, YY Group and the Group Companies against all costs and expenses that may be reasonably incurred by them:
(a) the Purchaser, YY Group or the relevant Group Company (as the case may be) shall consult with the Vendors in relation to the conduct of the Third Party Claim and shall take reasonable account of the views of the Vendors before taking any action in relation to the Third Party Claim;
(b) no admissions in relation to the Third Party Claim shall be made by or on behalf of the Purchaser, YY Group or the relevant Group Company (as the case may be) and the Third Party Claim shall not be compromised, disposed of or settled without the written consent of the Vendors (such consent not to be unreasonably withheld or delayed); and
(c) the Purchaser, YY Group or the relevant Group Company (as the case may be) shall take such action as the Vendors may reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim.
Conduct of Third Party Claims. (a) Unless otherwise notified by the beneficiary of an indemnity herein granted (an "Indemnified") in connection with any claim, demand or cause of action of, or asserted by a Third Party in respect of which a Party has given an indemnity under this Agreement (the "Indemnifier"), the Indemnifier shall take control of the defence or settlement of such claim, demand or cause of action; provided that the Indemnifier may not settle or make any admission of liability without having first obtained the Indemnified's written consent, which consent shall not be unreasonably withheld.
(b) An Indemnifier shall not be entitled to exercise and hereby waives any rights or remedies the Indemnifier may now or in the future have against an Indemnified in respect of matters in respect of which it has indemnified the Indemnified, whether such rights and remedies are pursuant to the common law or statute or otherwise, including without limitation, the right to name the Indemnified as a third party to any action commenced by any Third Party against the Indemnifier.
Conduct of Third Party Claims. If the matter or circumstance that may give rise to a Claim other than a Tax Claim is a result of or in connection with a claim by a third party (a “Third Party Claim”) then:
11.4.1 the Purchaser shall, to the extent reasonably practicable and subject to Applicable Law, consult with the Seller in relation to the conduct of the Third Party Claim and shall take reasonable account of the views of the Seller before taking any action in relation to the Third Party Claim;
11.4.2 no admissions in relation to the Third Party Claim shall be made by or on behalf of the Purchaser or any member of the Purchaser’s Group and the Third Party Claim shall not be compromised, disposed of or settled without the written consent of the Seller, such consent not to be unreasonably withheld or delayed;
11.4.3 subject to the Seller indemnifying the Purchaser or member of the Purchaser’s Group concerned against all reasonable costs and expenses (including legal and professional costs and expenses) that may be incurred thereby, the Purchaser shall, or the Purchaser shall procure that the members of the Purchaser’s Group shall, take such action as the Seller may reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim;
11.4.4 the Seller shall, subject in each case to being paid all reasonable out-of-pocket costs and expenses:
(i) make available to the Purchaser and the relevant Group Company such persons and all such information as the Purchaser may reasonably request for assessing, contesting, disputing, defending, compromising or appealing the Third Party Claim; and
(ii) shall give the Purchaser and the relevant Group Company reasonable access to its premises and to its books and records for such purpose during normal business hours on any Business Day following reasonable notice being given to the Seller;
11.4.5 subject to 11.4.3, the Seller shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser, to assume conduct of any Third Party Claim and to have the conduct of any related proceedings, negotiations or appeals;
11.4.6 if the Seller sends a notice to the Purchaser pursuant to Clause 11.4.5 and until such time as any final compromise, agreement, expert determination or non-appealable decision of a court or tribunal of competent jurisdiction is made in respect of that Third Party Claim or that Third Party Claim is otherwise finally disposed of:
(i) the Purchaser shall, and th...
Conduct of Third Party Claims. (a) Pursuant to the Commonwealth Attorneys Act (71 P.S. § 732-101, et. seq.), the Office of Attorney General shall have the sole authority to represent the Department in any Third-Party Claim brought against the Department. The Office of Attorney General may, in its sole discretion and under such terms as it deems appropriate, delegate its right of defense of any Third-Party Claim. If the Office of Attorney General delegates the defense of any Third-Party Claim, the Department shall cooperate with all reasonable requests of the Development Entity made in the defense of such Third-Party Claim.
(b) The Development Entity shall, if it wishes to have conduct of any Third-Party Claim (at its own cost and expense), submit a request to the Department, and the Department shall notify the Office of Attorney General of such request. If the Office of Attorney General consents (in its sole discretion) to the Development Entity’s conduct and control of any Third-Party Claim, the Department shall cooperate with all reasonable requests of the Development Entity made in respect of such Third-Party Claim.
(c) Notwithstanding the foregoing, neither Party shall enter into any settlement in respect of a Third- Party Claim without the other Party’s written consent.
Conduct of Third Party Claims. If the matter or circumstance that may give rise to a claim is a result of or in connection with a Third Party Claim, then provided that the Vendors shall indemnify the Purchaser, YY Group and the Group Companies against all costs and expenses that may be reasonably incurred by them:
(a) the Purchaser, YY Group or the relevant Group Company (as the case may be) shall consult with the Vendors in relation to the conduct of the Third Party Claim and shall take reasonable account of the views of the Vendors before taking any action in relation to the Third Party Claim;
(b) no admissions in relation to the Third Party Claim shall be made by or on behalf of the Purchaser, YY Group or the relevant Group Company (as the case may be) and the Third Party Claim shall not be compromised, disposed of or settled without the written consent of the Vendors (such consent not to be unreasonably withheld or delayed); and
(c) the Purchaser, YY Group or the relevant Group Company (as the case may be) shall take such action as the Vendors may reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim. Dated _______________ Shareholders’ Agreement Mediaplus Venture Group Pte. Ltd. (Company) The persons whose names and particulars are set out in Schedule 1 (Shareholders)
Conduct of Third Party Claims. If a Third Party Claim is made against an Affected Party and the Affected Party wishes to rely on the indemnity in clause 25.2 (“Indemnity”), then the Affected Party agrees:
(a) (notice) to notify the First Party about the Third Party Claim within 10 Business Days of receiving it;
(b) (settlement) not to settle or pay the Third Party Claim without the First Party’s consent (which may not be unreasonably withheld); and
(c) (carriage of litigation) if requested to do so, to allow the First Party to conduct proceedings relating to the Third Party Claim in the Affected Party’s name, provided the Affected Party is reasonably secured for costs arising from such a proceeding, and is permitted to do so by its insurers.
Conduct of Third Party Claims. The provisions of this paragraph 13 shall apply in the event that any third party brings or makes (or threatens to bring or make) any claim, demand, action or proceedings against any of the Buyer or a Buyer’s Group Undertaking which may reasonably be considered likely to give rise to a Claim (a “Third Party Claim”).