Common use of Claims Against Third Parties Clause in Contracts

Claims Against Third Parties. 13.1. If any goods are not delivered without delay at the place of destination in the state in which they were tendered IDN will provide the Customer with all particulars relating to the transport contracts which have been entered into for the purpose thereof and put at the disposal of the Customer all documents in IDN’s possession or which IDN can reasonably obtain and supply, at any rate in as far as they may be used to claim any damages sustained. 13.2. IDN shall not be obliged to take any legal or arbitration proceedings against third parties unless IDN has in writing stated its willingness to do so at the Customer's request and expense. If IDN assists the Customer to recover any amounts from any third parties, the Customer will reimburse IDN for any legal and out-of-pocket expenses incurred in providing such assistance. 13.3. Where the Customer wishes to receive a copy of any document or data held by a Carrier, government agency, or any other third party as referred to in Clause 3.2.7, the Customer hereby grants IDN a Power of Attorney to request and collect a copy of such document or data from such Carrier, agency or party. Where such document or data is covered by any personal data protection rights granted by the applicable law, the Power of Attorney shall also cover the right of access and right of correction to be exercised by IDN on behalf of the Customer, insofar as allowed by applicable law. Where required by applicable law or the Carrier, agency or party, the Customer shall provide IDN with proof of his/its identity, either by a copy of a state-issued identity document or by any means otherwise accepted by the Carrier, agency or third party. Furthermore, the Customer will provide IDN with any information relevant to exercise the Power of Attorney. The Customer shall reimburse IDN for any costs incurred in requesting of collecting such document or data, including the costs to be paid to the carrier, agency or third party for exercising the right of access or correction. Notwithstanding the generality of Clause 14 the Customer shall hereby indemnify IDN for any breach of law or confidentiality as well as for any claim from the Carrier, agency or third party arising out of such request or collection.

Claims Against Third Parties. 13.1. If 8.1 Where the Warrantors have made a payment under this Tax Covenant or under the Tax Warranties fully discharging their liability in respect of a Tax Claim, and the Company or any goods are not delivered without delay at of the place Subsidiaries or any member of destination in the state in which they were tendered IDN will provide Buyer's Tax Group is or may become entitled to recover from any other person (including for the Customer with all particulars relating avoidance of doubt a Tax Authority, but excluding any member of the Buyer's Tax Group and any officer or employee or former officer or employee of any member of the Buyer's Tax Group, save to the transport contracts which have been entered into extent that such employee or officer has given an indemnity for the purpose thereof and put at the disposal liability in question in any share option agreement) any sum in respect of the Customer all documents in IDN’s possession or matter to which IDN can such Tax Claim related, the Buyer shall notify the Warrantors of the entitlement as soon as reasonably obtain and supply, at any rate in as far as they may be used to claim any damages sustainedpracticable. 13.2. IDN 8.2 Subject to paragraph 11, the Buyer shall or shall procure that the Company or the relevant Subsidiary or member of the Buyer's Tax Group shall, if required by the Warrantors and subject to the Buyer, each relevant Group Company or relevant member of the Buyer's Tax Group being indemnified to the Buyer's reasonable satisfaction by the Warrantors against any reasonable third party costs and expenses properly incurred in recovering that amount, take, or procure that the relevant Group Company or relevant member of the Buyer's Tax Group takes, all reasonable steps to enforce that recovery against the person in question provided that the Buyer shall not be obliged required to take or procure the taking of any legal action under this paragraph 8 that, in the Buyer's reasonable opinion, would be prejudicial to the business or arbitration proceedings against third parties unless IDN has in writing stated its willingness to do so at commercial position or the Customer's request and expense. If IDN assists Tax affairs of the Customer to recover Company, any amounts from any third partiesGroup Company, the Customer will reimburse IDN Buyer or any member of the Buyer's Tax Group. 8.3 If a Group Company or any member of the Buyer's Tax Group recovers any amount referred to in paragraph 8.1, the Buyer shall account to the Warrantors (within 10 Business Days of such recovery) for the lesser of: (a) a proportion of the amount recovered (including any legal related interest or related repayment supplement) less any Tax suffered in respect of that amount and out-of-pocket any reasonable third party costs and expenses incurred in providing such assistance. 13.3. Where recovering that amount (except to the Customer wishes to receive a copy of any document or data held by a Carrier, government agency, or any other third party as referred to in Clause 3.2.7, the Customer hereby grants IDN a Power of Attorney to request and collect a copy of such document or data from such Carrier, agency or party. Where such document or data is covered by any personal data protection rights granted extent that ​ ​ amount has already been made good by the applicable lawWarrantors under the indemnity in this paragraph 8), being (i) the Power of Attorney shall also cover the right of access and right of correction to be exercised by IDN on behalf proportion of the Customer, insofar as allowed by applicable law. Where required by applicable law Liability for Tax (or other liability) to which the Carrier, agency or party, the Customer shall provide IDN with proof of his/its identity, either by a copy of a state-issued identity document or by any means otherwise accepted Tax Claim in question related which was met by the Carrier, agency Warrantors as against (ii) the total Liability for Tax (or third party. Furthermore, other liability) which would have been the Customer will provide IDN with subject of the Tax Claim were it not for the application of paragraph 2.2 of Schedule 9 to this Agreement; and (b) the amount paid by the Warrantors under paragraph 2 or pursuant to any information relevant to exercise Claim under the Power Tax Warranties in respect of Attorney. The Customer shall reimburse IDN for any costs incurred the liability in requesting of collecting such document or data, including the costs to be paid to the carrier, agency or third party for exercising the right of access or correction. Notwithstanding the generality of Clause 14 the Customer shall hereby indemnify IDN for any breach of law or confidentiality as well as for any claim from the Carrier, agency or third party arising out of such request or collectionquestion.

Claims Against Third Parties. 13.1. If any goods are not delivered without delay at the place of destination in the state in which they were tendered IDN The parties will provide the Customer negotiate concerning their mutual cooperation and coordination with all particulars relating respect to the transport contracts which have been entered into for the purpose thereof and put at the disposal of the Customer all documents in IDN’s possession or which IDN can reasonably obtain and supply, at any rate in as far as they may be used to claim any damages sustained. 13.2. IDN shall not be obliged to take any legal or arbitration proceedings pursuing potential claims against third parties unless IDN has in writing stated its willingness to do so at the Customer's request and expense. If IDN assists the Customer to recover any amounts from any third parties, including, without limitation third-party generators, with the Customer will reimburse IDN expectation that responsibility for any legal the pursuit of such claims and out-of-pocket expenses incurred in providing such assistance. 13.3. Where the Customer wishes to receive a copy allocation of the proceeds thereof (including allocation of any document discount or data held credit realized by Utility after the date of this MOU in connection with the payment of any obligation included in the ERCRSA or otherwise included in rates) shall be apportioned in a Carriermanner as to achieve the maximum lawful recovery of claims for unlawful overcharges and other damages which Utility's ratepayers, government agencyshareholders and CDWR have borne, if any, and structured in such a manner as to provide incentives for the pursuit of the maximum permissible recovery, if any. To this end, a Definitive Agreement may contain provisions for the assignment of such claims from Utility to the State or its agencies at times and upon terms to be mutually agreed upon. Nothing in this paragraph shall require Utility to agree to take or assert any position that it does not believe is well-grounded in fact or in law, or which would contradict, undermine, or be inconsistent with positions Utility or its affiliates have taken or may reasonably be expected to take as a defendant in any other third party as referred overcharge litigation; provided, however, that if Utility fails to take or assert any action or position in Clause 3.2.7relation to any claim on the basis of the foregoing qualifications, the Customer hereby grants IDN a Power of Attorney to request and collect a copy of such document foregoing agreement shall require Utility, upon demand by CDWR or data from such Carrier, agency or party. Where such document or data is covered by any personal data protection rights granted by the applicable law, the Power of Attorney shall also cover the right of access and right of correction to be exercised by IDN on behalf other agencies of the CustomerState designated by CDWR, insofar as allowed by applicable law. Where required by applicable law to assign to the CDWR or the Carriersuch other agency its right, agency or party, the Customer shall provide IDN with proof title and interest in and to such claim and all causes of his/its identity, either by a copy of a state-issued identity document or by any means otherwise accepted by the Carrier, agency or third party. Furthermore, the Customer will provide IDN with any information relevant to exercise the Power of Attorneyaction relating thereto. The Customer agreement setting forth the foregoing understandings shall reimburse IDN for any costs incurred be executed and delivered promptly (and in requesting no event more than 30 days) following the execution of collecting this MOU, but such document or dataarrangements shall be contingent upon the adoption of the CPUC Implementing Decisions described in clauses (a), including (b), (c) and (d) of Section 11 of this MOU. Parent confirms that it has, in compliance with the costs tax sharing agreement between Parent and Utility, refunded to be paid Utility its year 2000 estimated quarterly tax payments (approximately $77 million), and also has refunded an additional payment to Utility equal to the carrier, agency or third party for exercising the right federal loss carryback (approximately $141.4 million) that Utility would have had if it were not part of access or correction. Notwithstanding the generality Parent's consolidated group of Clause 14 the Customer shall hereby indemnify IDN for any breach of law or confidentiality as well as for any claim from the Carrier, agency or third party arising out of such request or collectiontaxpayers.

Claims Against Third Parties. 13.1. If 8.1 Where any goods are not delivered without delay at of the place Sellers have made a payment in full under this Schedule or the Tax Warranties and any Group Company or the Buyer is entitled to recover from any other person (other than any other Group Company, the Buyer, any member of destination the Buyer’s Tax Group or any employee or officer of any Group Company or any member of the Buyer’s Tax Group, except where such employee or office holder has provided the relevant Group Company or relevant member of the Buyer’s Tax Group with an indemnity, covenant or warranty in respect of such Tax) any sum in respect of the state matter to which the payment made by the Sellers relates the Buyer shall notify the Sellers’ Representative of the entitlement in which they were tendered IDN will provide writing as soon as reasonably practicable. 8.2 The Buyer shall or shall procure that the Customer with all particulars relating relevant Group Company shall take, subject to the transport contracts which have been entered into for Sellers indemnifying the purpose thereof Buyer and put at each Group Company to the disposal Buyer’s reasonable satisfaction against all reasonable third party costs and expenses properly incurred in relation thereto, such action as the Sellers’ Representative shall reasonably request to enforce such recovery as is mentioned in paragraph 8.1 against the third party in question (keeping the Sellers fully informed of the Customer all documents progress of any action taken), provided that nothing in IDN’s possession this paragraph 8.2 shall require the Buyer or which IDN can reasonably obtain and supply, at any rate in as far as they may be used Group Company to claim any damages sustained. 13.2. IDN shall not be obliged take or omit to take any legal action, if such action or arbitration proceedings omission would cause material damage to the goodwill of its business or its legitimate commercial interests. 8.3 Where the Buyer has successfully taken action against the third parties unless IDN has party in writing stated its willingness question pursuant to do so at the Customer's request and expense. If IDN assists the Customer to recover any amounts from any third partiesparagraph 8.2 above, the Customer will reimburse IDN Buyer shall account to the Sellers as soon as reasonably practicable for the lesser of (a) any legal sums so recovered (including any interest or repayment supplement paid by the third party) and out-of-pocket (b) the amount paid by the Sellers under this Schedule or the Tax Warranties in respect of the relevant matter, but in either case less any Taxation thereon and any reasonable third party costs or expenses properly incurred in providing such assistanceby the Buyer or any Group Company if and to the extent not already indemnified by the Sellers. 13.3. Where the Customer wishes to receive a copy 8.4 This paragraph 8 does not apply in respect of any document recovery in circumstances where paragraph 9 (Overprovisions, Refunds and Reliefs) applies or data held by a Carrier, government agency, or if and to the extent that the amount of any other third party as referred to such recovery has been taken into account in Clause 3.2.7, the Customer hereby grants IDN a Power of Attorney to request and collect a copy of such document or data from such Carrier, agency or party. Where such document or data is covered by determining any personal data protection rights granted amount paid by the applicable law, Sellers under this Schedule or the Power of Attorney shall also cover the right of access and right of correction to be exercised by IDN on behalf Tax Warranties. 8.5 Any payment or account in favour of the Customer, insofar Sellers pursuant to paragraph 8.3 (Claims against Third Parties) of this Schedule shall be treated as allowed by applicable law. Where required by applicable law or a refund of the Carrier, agency or party, the Customer shall provide IDN with proof of his/its identity, either by a copy of a state-issued identity document or by any means otherwise accepted relevant amount paid by the Carrier, agency or third party. Furthermore, the Customer will provide IDN with any information relevant Sellers pursuant to exercise the Power paragraph 2 of Attorney. The Customer shall reimburse IDN for any costs incurred in requesting of collecting such document or data, including the costs to be paid to the carrier, agency or third party for exercising the right of access or correction. Notwithstanding the generality of Clause 14 the Customer shall hereby indemnify IDN for any breach of law or confidentiality as well as for any claim from the Carrier, agency or third party arising out of such request or collectionthis Schedule.