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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Aridis Pharmaceuticals, Inc.), Asset Purchase Agreement (Aridis Pharmaceuticals, Inc.)