Common use of Procedure for Third Party Claims Clause in Contracts

Procedure for Third Party Claims. 13.5.1 If a claim notified to the Seller is a result of or connected with a claim by or liability to a third party against or owed by any Relevant Purchaser, then: (a) no admissions in relation to such third-party claim shall be made by or on behalf of the Purchaser or any Relevant Purchaser and the claim shall not be compromised, disposed of or settled without the prior written consent of the Seller, which consent shall not be unreasonably withheld or delayed; (b) the Seller shall be entitled to take such action as it deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or claims against third parties) in the name of and on behalf of the Purchaser or Relevant Purchaser concerned and to control the conduct of any related proceedings, negotiations or appeals; and (c) where the Seller has issued a notice pursuant to Clause 12.5.1(b), the Relevant Purchasers shall give all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 12.5.1(b), including instructing such professional or legal advisors as the Seller may nominate to act on behalf of the Purchaser or Relevant Purchaser concerned but in accordance with the Seller’s instructions, it being agreed that the Seller shall keep the Purchaser informed of all relevant matters relating to the claim and shall forward or procure to be forwarded to the Purchaser copies of all material external correspondence relating to the claim other than such correspondence as is subject to legal professional privilege of the Seller or any member of the Seller’s Group.

Procedure for Third Party Claims. 13.5.1 11.4.1 If a the claim notified to the Seller pursuant to Clause 11.1 is a result of or connected with a claim by or liability to a third party against or owed by any Relevant Purchaserparty, then: (a) no admissions in relation following good faith consultations with the Purchaser, the Seller shall, subject to such third-party claim shall be made by or on behalf of the Purchaser or any Relevant Purchaser and the claim shall not be compromised, disposed of or settled without the prior written consent relevant member of the Seller, which consent shall not be unreasonably withheld or delayed; (b) Purchaser’s Group being fully indemnified to its reasonable satisfaction by the Seller shall in respect of all Losses which may thereby be entitled incurred and, to take such action as it deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest the extent such claim or liability involves a (including making counterclaims former or claims against third partiesexisting) in the name of and on behalf customer, supplier, employee or other business contact of the Purchaser Group or Relevant Purchaser concerned and to control the conduct of any related proceedings, negotiations or appeals; andis (cb) where the Seller has issued a notice and, if required, obtained the Purchaser's approval pursuant to Clause 12.5.1(b)11.4.1(a): (i) subject to the Purchaser or the relevant member of the Purchaser’s Group being fully indemnified to its reasonable satisfaction by the Seller in respect of all Losses which may thereby be incurred, the Relevant Purchasers Purchaser shall, and shall procure that any other member of the Purchaser's Group shall, give all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 12.5.1(b11.4.1(a), including instructing such professional or legal advisors as the Seller may nominate to act on behalf of the Purchaser or Relevant Purchaser other member of the Purchaser's Group concerned but in accordance with the Seller’s 's instructions, it being agreed that ; and (ii) the Seller shall keep the Purchaser informed of all relevant matters relating to the claim and shall forward or procure to be forwarded to the Purchaser copies of all material external correspondence relating to the claim (other than such correspondence as is subject to legal professional privilege of the Seller or any member of the Seller’s Purchaser's Group) relating to the claim.