Common use of Notice and Access Clause in Contracts

Notice and Access. The Indemnitee shall allow the Indemnitor and its financial, accounting and/or legal advisers to investigate the fact, matter or circumstance alleged to (or which may) give rise to such claim and whether and to what extent any amount is or may be payable in respect of such claim. The Indemnitee shall, disclose within a reasonable time (not to exceed three (3) Business Days) to the Indemnitor all relevant materials of which the Indemnitor reasonably requests which relate to the claim and shall, and shall cause the Indemnitee’s Affiliates and respective representatives who have knowledge relating to the relevant facts, matters or circumstances relevant to the Specified Warranty Claims to, provide such information and assistance as the Indemnitor or its financial, accounting and/or legal advisers shall reasonably request, including (i) access (upon reasonable advance notice and during normal business hours) to personnel and employees (provided that such Persons have knowledge relating to the relevant facts, matters or circumstances relevant to the Specified Warranty Claims), and (ii) the right to examine and copy or photograph, in each case upon reasonable advance notice and during normal business hours, any material assets, accounts, correspondence, documents and records relevant to the Specified Warranty Claims. The Indemnitee shall keep the Indemnitor advised of the status of any claim pursuant to which indemnification is being sought pursuant to this Article 10 and the defense thereof and shall consider in good faith recommendations made by the Indemnitor with respect thereto. The Indemnitee shall furnish the Indemnitor with such information as it may have with respect to any such claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim (including any product warranty claim and other material correspondence exchanged related to each Specified Warranty Claim), demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Indemnitor in monitoring the status and defense of such claim.

Notice and Access. The Indemnitee shall allow (a) If the Indemnitor and its financial, accounting and/or legal advisers to investigate the fact, Purchaser (whether through any Group Company or otherwise) becomes aware of a matter or circumstance alleged to (or which may) may give rise to such claim and whether and a Claim, the Purchaser shall give notice to what extent any the Sellers specifying the relevant facts (including, without limitation, the Purchaser’s estimate, on a without prejudice basis, of the amount is or may be payable in respect of such claim. The Indemnitee shall, disclose Claim) as soon as reasonably practicable (and in any event within a reasonable time thirty (not to exceed three (330) Business Days) after the Purchaser (whether through any Group Company or otherwise) becomes aware of that matter or circumstance. The Sellers shall not be liable for the increase of Losses in respect of a Claim to the Indemnitor all relevant materials of extent that the increase results from a failure by the Purchaser to give timely notice as contemplated by this Clause 9.4(a). (b) The notice must include (a) detailed evidence on which the Indemnitor reasonably requests Purchaser relies for making the Claim, including the provisions of this Agreement on which relate the Claim is based, (b) the Purchaser’s estimate of the amount of the Claim and a statement of the Losses suffered, and (c) all information available to the claim Purchaser (whether through any of the Group Companies or otherwise) and shall, reasonably necessary to enable the Sellers to assess the merits of the Claim. (c) In connection with any Claim made against the Sellers, (i) the Purchaser shall afford the Sellers and shall cause the Indemnitee’s Affiliates and respective representatives who have knowledge relating their advisers reasonable access to the relevant factsGroup Company’s registered office and to any other premises owned or leased by the relevant Group Company, matters or circumstances relevant to the Specified Warranty Claims to, provide such information and assistance as the Indemnitor or its financial, accounting and/or legal advisers shall reasonably request, including (i) access (upon reasonable advance notice and during normal business hours) to personnel and employees (provided that such Persons have knowledge relating to the relevant facts, matters or circumstances relevant to the Specified Warranty Claims), and ; (ii) the right Purchaser shall allow the Sellers and their advisers to examine and copy or photographmeet with relevant Group Company’s management, in each case upon reasonable advance notice and during normal business hours; (iii) the Purchaser shall allow the Sellers and their advisers to investigate the matters or circumstances alleged to give rise to such Claim, any material assetsas the Sellers may deem necessary or desirable; and (iv) the Purchaser shall allow the Sellers and their advisers to examine and copy all relevant contracts, accountsbooks and records, correspondence, and other documents and records relevant data, to the Specified Warranty Claims. The Indemnitee shall keep extent relating directly to the Indemnitor advised matters or circumstances referred to in the Claim, as the Sellers and their advisers may reasonably request, subject to the Sellers agreeing to use the information and documents only for the purpose of the status of any claim pursuant to which indemnification is being sought pursuant to this Article 10 investigating and the defense thereof and shall consider in good faith recommendations made by the Indemnitor with respect thereto. The Indemnitee shall furnish the Indemnitor with defending such information as it may have with respect to any such claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim (including any product warranty claim and other material correspondence exchanged related to each Specified Warranty Claim), demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Indemnitor in monitoring the status and defense of such claim.