Procedure with Third Parties and Authorities Clause Samples

Procedure with Third Parties and Authorities. If a breach of warranty exists because any authorities or third parties raise claims against the Companies or if the Companies in connection with such a breach have to enforce any rights or claims against authorities or third parties, such negotiations and proceedings shall be carried on taking into account the instructions of Sellers’ Agent who may also take over such negotiations and proceedings and conduct them himself for the account of the Companies provided, however, that Sellers’ Agent may not settle any such claims in any way that will lead to any adverse consequences or restrictions on the Purchaser or on the Companies and Sellers’ Agent shall give Purchaser at least 30 days notice of any settlement in order that Purchaser may notify Sellers’ Agent of any such consequences or restrictions. Further, any settlement that exceeds the current funds in the Escrow Account Retention requires prior written consent of the Purchaser. The Purchaser can take back the conduct of any claim if it is not defended in an expeditious and reasonable manner. The Companies in any event may not settle any such claims without Sellers’ Agent’s consent, such consent not to be unreasonably withheld or delayed. If settled or resolved following conduct by the Sellers, the Sellers are automatically deemed to fully agree to such amount having to be paid from the Sellers to the Purchaser under the obligations set forth in this Agreement and will not object to any such claim; Sellers undertake to sign instructions jointly with the Purchaser to the Escrow Agent to pay out to the Purchaser the respective amount plus interest accrued thereon immediately following such settlement or court decision becoming final from the Escrow Account.

Procedure with Third Parties and Authorities. If a breach of a representation and warranty arises because any authority or other third party raises claims against Buyer or if Buyer in connection with such a breach has to enforce any rights or claims against such authority or other third party, any negotiations and proceedings required shall be carried out upon consultation with Seller and, upon Seller’s request and at Seller’s expense, with the good faith participation of Seller’s counsel. Buyer may in any event not settle any such claims without Seller’s prior written consent which shall not be unreasonably withheld, it being understood that Seller shall respond to Buyer’s request for consent within 20 days or such shorter period as a competent authority may set, failing which consent shall be deemed given the Business Day after expiry of such period.

Procedure with Third Parties and Authorities. If a breach of a representation and warranty arises because any authority or other third party raises claims against Buyer or if Buyer in connection with such a breach has to enforce any rights or claims against such authority or other third party, any negotiations and proceedings required shall be carried out upon consultation with Seller and, upon Seller’s Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended request and at Seller’s expense, with the good faith participation of Seller’s counsel. Buyer may in any event not settle any such claims without Seller’s prior written consent which shall not be unreasonably withheld, it being understood that Seller shall respond to Buyer’s request for consent within 20 days or such shorter period as a competent authority may set, failing which consent shall be deemed given the Business Day after expiry of such period.

Procedure with Third Parties and Authorities. If a breach of a representation or warranty exists because any authorities or third parties raise claims against the Companies or if the Companies in connection with such a breach have to enforce any rights or claims against authorities or other third parties, the Parties shall cooperate in such negotiations and proceedings. The Companies in any event may not settle any such claims without Seller's consent, which consent shall not be unreasonably withheld.

Procedure with Third Parties and Authorities. If a breach of representations and warranties exists because any authorities or other third parties raise claims against the Companies or if the Companies or, as the case may be, the Purchasing Subsidiaries in connection with such a breach have to enforce any rights or claims against authorities or other third parties, the Seller shall have the option to negotiate and defend such claim or proceeding at the expense of the Seller, except if (i) the aggregate amount of the potential obligations of the Purchaser or its Associated Companies regarding such claim or proceeding exceeds the maximum obligations of the Seller hereunder regarding such claim or proceeding or (ii) it is reasonably likely in the case that the claim or proceeding is lost, that the claim or proceeding will have a material adverse effect on the Purchaser, any of the Purchasing Subsidiaries or any Associated Company of the Purchaser, other than as a result of money damages. To exercise the option to negotiate and defend such claim or proceeding, the Seller must give written notice of such exercise to the Purchaser within 30 days (or within the shorter period, if any, during which a defense must be commenced for the preservation of rights) after the Purchaser gives the notice of such claim or proceeding to the Purchaser (otherwise, such right to negotiate and defend such claim or proceeding shall be deemed waived). If the Seller validly makes such election, it will nonetheless lose such right to negotiate and defend such claim or proceeding if it fails to continue to actively and diligently conduct such negotiation or defense. If the Seller negotiates or defends a claim or proceeding pursuant to this art. 6.4, then (i) the Purchaser may participate, at its own expense, in such negotiation or defense and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such negotiation or defense, (ii) each Party will keep the other Party reasonably informed of all matters material to such claim or proceeding and the negotiation or defense thereof, (iii) neither the Purchaser nor any of its Associated Companies will admit Liability with respect to, or compromise or settle, such claim or proceeding without the Seller’s prior written consent (which consent will not be unreasonably withheld), and (iv) there will be no compromise or settlement of such claim or proceeding without the consent of the Purchaser (which consent will not be unreasonably withheld). If ...

Procedure with Third Parties and Authorities. If any authorities or other third parties raise claims against Purchaser or any Acquired Company and such claims might give rise to a Claim by Purchaser or if the Company in connection with a breach of any representation, warranty, covenant or undertaking has to enforce any rights or claims against authorities or other third parties, such claims (and any related) proceedings and/or negotiations, shall, at Purchaser’s option, be controlled by Purchaser. Purchaser shall keep the Sellers’ Representative reasonably informed as to the status of (and any material developments in) such claims, proceedings and/or negotiations that are controlled by Purchaser. Purchaser shall have the right to settle, adjust or compromise such claim, proceeding and/or negotiation without the consent of any other Person; provided, however, that: (a) if Purchaser intends to seek indemnification hereunder with respect to such claim, proceeding or negotiation, Purchaser shall consult with the Sellers’ Representative prior to effecting any such settlement, adjustment or compromise; and (b) if Purchaser settles, adjusts or compromises any such claim, proceeding and/or negotiation without the consent of the Sellers’ Representative, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of losses or damages incurred by Purchaser in connection with such claim, proceeding or negotiation (it being understood that: (i) if Purchaser seeks indemnification from Sellers with respect to such claim, proceeding or negotiation, any arbitrator(s) selected to resolve a dispute relating to the amount, if any, of damage or loss due to Purchaser in connection with such indemnification claim shall consider all evidence presented by the Parties, including evidence relating to the quality and intensity with which the defense of such claim, proceeding or negotiation was conducted and whether the conduct of such defense was affected in any way by Purchaser’s existing or anticipated relationship with the third-party claimant; and (ii) if Purchaser requests that the Sellers’ Representative consent to a settlement, adjustment or compromise, the Sellers’ Representative shall not unreasonably withhold or delay such consent).