THIS CLAUSE 10 IN ALL MATERIAL RESPECTS IN RESPECT OF A CLAIM, THE SELLER
IS NOT LIABLE UNDER THE
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CLAIM BUT ONLY TO THE EXTENT THAT THE NON COMPLIANCE HAS INCREASED THE AMOUNT OF
THE CLAIM.
IF THE BUYER DOES NOT COMPLY WITH THIS CLAUSE 10, DESPITE ANY OTHER
PROVISION OF THIS CLAUSE 10, THE SELLER'S SOLE RIGHT, REMEDY AND BENEFIT IN
RELATION TO THE NON-COMPLIANCE WILL BE THE REDUCTION IN ITS LIABILITY TO THE
BUYER UNDER THIS CLAUSE 10.1(F) OR 8.7(C).
10.2
THIRD PARTY CLAIMS
(A)
(NO ADMISSION): EXCEPT AS REQUIRED BY LAW,
THE BUYER MUST NOT, AND MUST ENSURE THAT EACH TRANSACTION ENTITY AND BUYER GROUP
MEMBER DOES NOT:
(1)
ACCEPT, COMPROMISE OR PAY;
(2)
AGREE TO ARBITRATE, COMPROMISE OR SETTLE; OR
(3)
MAKE ANY ADMISSION OR TAKE ANY ACTION IN
RELATION TO,
a Third Party Claim which is reasonably likely to lead to liability on the part
of the Seller under a Claim without the Seller's prior written approval.
(B)
(DEFENCE OF CLAIM): FOLLOWING RECEIPT OF A
NOTICE UNDER CLAUSE 10.1(A) IN RESPECT OF A CLAIM WHICH ARISES FROM OR INVOLVES
OR COULD POTENTIALLY INVOLVE A THIRD PARTY CLAIM, THE SELLER MAY, BY GIVING
WRITTEN NOTICE TO THE BUYER, ASSUME THE CONDUCT OF THE DEFENCE OF THE THIRD
PARTY CLAIM.
(C)
(SELLER ASSUMES CONDUCT): IF THE SELLER
ADVISES THE BUYER THAT IT WISHES TO ASSUME THE CONDUCT OF THE DEFENCE OF THE
THIRD PARTY CLAIM:
(1)
(INDEMNITY) PROVIDED THAT THE SELLER
PROVIDES THE BUYER, EACH BUYER GROUP MEMBER AND EACH TRANSACTION ENTITY WITH AN
INDEMNITY AGAINST ALL LOSS AND ACTIONS WHICH MAY RESULT FROM SUCH ACTION ON
TERMS ACCEPTABLE TO THE BUYER ACTING REASONABLY, THE BUYER MUST PROMPTLY TAKE,
AND MUST PROCURE THAT EACH BUYER GROUP MEMBER AND TRANSACTION ENTITY PROMPTLY
TAKES, ALL ACTION REASONABLY REQUESTED BY THE SELLER TO AVOID, CONTEST,
COMPROMISE OR DEFEND THE THIRD PARTY CLAIM, INCLUDING USING PROFESSIONAL
ADVISERS NOMINATED BY THE SELLER AND APPROVED BY THE SELLER FOR THIS PURPOSE;
(2)
(ACCESS) SUBJECT TO THE SELLER PAYING THE
BUYER ITS COSTS AND THE COSTS OF EACH BUYER GROUP MEMBER AND TRANSACTION ENTITY
IN COMPLYING WITH THIS CLAUSE 10.2(C)(2) AND TO THE EXTENT PERMITTED BY LAW AND
ITS CONTRACTUAL OBLIGATIONS, THE BUYER MUST PROVIDE, AND MUST PROCURE THAT EACH
BUYER GROUP MEMBER AND TRANSACTION ENTITY PROVIDES, THE SELLER WITH ALL
REASONABLE ASSISTANCE REQUESTED BY IT IN RELATION TO THE THIRD PARTY CLAIM,
INCLUDING PROVIDING ACCESS TO WITNESSES AND DOCUMENTARY OR OTHER EVIDENCE
RELEVANT TO THE THIRD PARTY CLAIM, ALLOWING IT AND ITS LEGAL ADVISERS TO INSPECT
AND TAKE COPIES OF ALL RELEVANT BOOKS, RECORDS, FILES AND DOCUMENTS, AND
PROVIDING IT WITH REASONABLE ACCESS TO THE PERSONNEL, PREMISES AND CHATTELS OF
THE TRANSACTION ENTITIES;
(3)
(CONDUCT OF CLAIM) IN CONDUCTING ANY
PROCEEDINGS OR ACTIONS IN RESPECT OF THAT THIRD PARTY CLAIM, THE SELLER MUST:
(A)
ACT IN GOOD FAITH;
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(B)
LIAISE WITH THE BUYER IN RELATION TO THE
DEFENCE OF THE THIRD PARTY CLAIM; AND
(C)
PROVIDE THE BUYER WITH