Common use of Procedure with Third Parties and Authorities Clause in Contracts

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.