Camfil Claim Sample Clauses

Camfil Claim. 21.1 The Seller covenants with the German Purchaser that it will pay on demand to the German Purchaser an amount equal to all the costs, expenses and losses incurred by Sorst arising directly or (subject to clause 21.4 below) indirectly pursuant to the claim against Sorst received from Camfil KG in respect of costs resulting from damaged coating to expanded metal supplied by Sorst to Camfil KG between September 2005 and January 2006 (the “Camfil Claim”). 21.2 Subject to the performance of the Seller’s covenant in clause 21.1 above, the German Purchaser undertakes to the Seller that: 21.2.1 it will allow the Seller sole conduct of any negotiations, claims, actions or proceedings (including, without limitation, claims under any applicable insurance policy, or claims against any third party) relating to or arising out of the Camfil Claim (in the name of and on behalf of Sorst or any other relevant member of the Purchasers’ Group from time to time to the extent necessary) and for this purpose the Seller shall be entitled to defend, contest or otherwise pursue or protect against (as the case may be) such with legal and other professional advisers of its own choice (it being agreed that any professional advisers engaged henceforth shall be engaged by the Seller directly); 21.2.2 it will use its reasonable endeavours to preserve in existence and in its possession, custody or control and keep confidential all documents and information in whatever form (including without limitation, computer disks and back-up tapes) that are in its possession, custody or control (or in the possession, custody or control of any member of the Purchasers’ Group from time to time) and which relate directly to the Camfil Claim; 21.2.3 it will procure that the Seller and its agents and professional advisers are given access on written request at all reasonable times and on reasonable written notice during normal business hours to all documents, records and information which are relevant to the Camfil Claim and will procure that the Seller and its agents and professional advisers are permitted on reasonable written notice to take and remove copies of the same (at the Seller’s cost); 21.2.4 subject to the Seller paying to the German Purchaser a reasonable commercial rate (based on applicable salaries) for such assistance (supported by reasonably detailed timesheets), it will permit the Seller and its agents and professional advisers to interview, and take statements from, any employee of a...