(OR SHALL PROCURE THAT THE COMPANY CONDUCTS) THE DEFENCE OF SUCH THIRD PARTY
CLAIM (SUBJECT TO SUBSECTION (IV) BELOW) IN GOOD FAITH AND USING ALL REASONABLE
MEANS AND DEFENCES AVAILABLE TO IT.
THE SELLER MAY ASSIST, AT ITS EXPENSE, IN
THE DEFENCE OF ANY THIRD PARTY CLAIM WITH COUNSEL OF ITS CHOICE, REASONABLY
ACCEPTABLE TO THE BUYER.
THE BUYER SHALL KEEP THE SELLER REASONABLY INFORMED OF
THE DEVELOPMENT OF THE UNDERLYING CLAIM.
(III)
COUNTERCLAIM AND CROSS-CLAIM. TO THE EXTENT REASONABLY REQUESTED BY
THE SELLER WITH RESPECT TO ANY THIRD PARTY CLAIM, THE BUYER SHALL MAKE (OR SHALL
PROCURE THAT THE COMPANY MAKES) ANY REASONABLE AND APPROPRIATE COUNTERCLAIM
AGAINST ANY PERSON ASSERTING SUCH THIRD PARTY CLAIM OR ANY REASONABLE AND
APPROPRIATE CROSS-CLAIM AGAINST ANY OTHER PERSON WHICH MAY BE LIABLE; NO SUCH
COUNTERCLAIM OR CROSS-CLAIM SHALL BE SETTLED WITHOUT THE PRIOR WRITTEN CONSENT
OF THE SELLER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
20
(IV)
SETTLEMENT OF THIRD PARTY CLAIMS.
THE SELLER SHALL NOT BE LIABLE FOR
ANY THIRD PARTY CLAIM WHICH IS SETTLED OR OTHERWISE COMPROMISED BY THE BUYER OR
IN RESPECT OF WHICH ANY ADMISSION OF LIABILITY IS MADE BY THE BUYER WITHOUT 10
(TEN) BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE SELLER. .
(V)
ACCESS.
FROM AND AFTER THE DELIVERY OF A CLAIM NOTICE IN RELATION TO
A THIRD PARTY CLAIM, AT THE REASONABLE REQUEST OF THE SELLER, THE BUYER SHALL
GRANT TO THE SELLER AND ITS REPRESENTATIVES (INCLUDING PROFESSIONAL ADVISORS)
SUCH REASONABLE ACCESS TO THE PREMISES, BOOKS, RECORDS, COMPUTERIZED SYSTEMS AND
SENIOR MANAGEMENT OF THE COMPANY TO THE EXTENT REASONABLY RELATED TO THE MATTERS
TO WHICH THE CLAIM NOTICE RELATES AND WHICH THE SELLER REASONABLY REQUIRES IN
ORDER TO REVIEW AND ASSESS THE MERITS OF THE CLAIM.
7.2
THE BUYER SHALL USE ITS REASONABLE ENDEAVOURS (AND SHALL PROCURE
THAT THE COMPANY USES ITS REASONABLE ENDEAVOURS) TO MITIGATE ANY DAMAGES
RESULTING FROM OR ARISING OUT OF ANY MATTERS GIVING RISE TO A CLAIM.
7.3
NO AMOUNT SHALL BECOME DUE AND PAYABLE BY THE SELLER (X) IN
RESPECT OF ANY CLAIM ARISING BY REASON OF A CONTINGENT LIABILITY, UNLESS AND TO
THE EXTENT THAT SUCH CONTINGENT LIABILITY CEASES TO BE CONTINGENT AND HAS BECOME
AN ACTUAL LIABILITY (WITHOUT PREJUDICE TO THE RIGHT OF THE BUYER TO RAISE A
CLAIM IN RESPECT OF THE CONTINGENT LIABILITY AS AND WHEN SUCH LIABILITY ARISES);
AND (Y) IN RESPECT OF ANY THIRD PARTY CLAIM UNLESS AND TO THE EXTENT THAT THE
BUYER HAS PAID OR SETTLED THE THIRD PARTY CLAIM.
7.4
IN CALCULATING THE AMOUNT OF ANY DAMAGES WHICH MAY BE DUE AND
PAYABLE BY THE SELLER AS A RESULT OF ANY CLAIM BROUGHT BY THE BUYER THERE SHALL
BE DEDUCTED:
(A)
THE AMOUNT OF ANY INDEMNIFICATION OR OTHER RECOVERIES (INCLUDING
INSURANCE PROCEEDS) ACTUALLY PAID TO THE BUYER OR THE COMPANY ; AND
(B)
THE AMOUNT OF ANY RESERVE OR PROVISION INCLUDED IN THE ACCOUNTS
AND/OR THE CLOSING BALANCE SHEET FOR DAMAGES OF THE TYPE TO WHICH SUCH CLAIM
RELATES.
7.5
THE