Common use of Control of Claims Clause in Contracts

Control of Claims. Buyer and Buyer Parent undertake to procure that the Company shall allow Holdings in the name of the Company to take complete control of the conduct, handling and settlement of all claims, demands and actions connected with the termination referred to in Section 11.2 and Buyer and Buyer Parent shall in any event procure that the Company takes all such action as Holdings may reasonably require in relation thereto. The first €50,000 of the costs, fees and expenses reasonably incurred by Holdings in connection with that termination shall be borne by Warrantors and Buyer Parent in equal proportions and Warrantors shall bear any such costs, fees and expenses in excess of €50,000. Warrantors shall be entitled to have released to them from the Retention Escrow Fund an amount equal to any such costs, fees and expenses which Warrantors are required to bear (and in such event the shares of Warrantors in the Retention Escrow Fund shall be reduced in accordance with Section 9.3). The provisions relating to conduct of claims in relation to the subject matter of this clause shall override those of clause 10.4.” shall be replaced by and shall, as of the date of this Amendment Agreement read as follows:

Control of Claims. Buyer and Buyer Parent undertake to procure that the Company shall allow Holdings in the name of the Company to take complete control of the conduct, handling and settlement of all claims, demands and actions connected with the termination referred to in Section 11.2 and Buyer and Buyer Parent shall in any event procure that the Company takes all such action as Holdings may reasonably require in relation thereto. The first €50,000 of the costs, fees and expenses reasonably incurred by Holdings in connection with that termination shall be borne by Warrantors and Buyer Parent in equal proportions and Warrantors shall bear any such costs, fees and expenses in excess of €50,000. Warrantors shall be entitled to have released to them from the Retention Escrow Fund an amount equal to any such costs, fees and expenses which Warrantors are required to bear (and in such event the shares of Warrantors in the Retention Escrow Fund shall be reduced in accordance with Section 9.3). The provisions relating to conduct of claims in relation to the subject matter of this clause shall override those of clause 10.4.” shall be replaced by and shall, as of the date of this Amendment Agreement read as follows: