share purchase agreement - The Law Society of Saskatchewan

)I(d)(e)51With respect to any Third Party Liability, provided theVendor and the Shareholder first admit the Purchaser'sright to indemnification for the amount of such ThirdParty Liability which may at any time be determined orsettled, then in any legal, administrative or otherproceedings in connection with the matters forming thebasis of the Third Party Liability, the followingprocedures will apply:(i) except as contemplated by subparagraph (iii) ofthis paragraph, the Vendor and the Shareholder willhave the right to assume carriage of the compromiseor settlement of the Third Party Liability and theconduct of any related legal, administrative orother proceedings, but the Purchaser and theCorporation shall have the right and shall be giventhe opportunity to participate in the defence ofthe Third Party Liability, to consult with theVendor and the Shareholder in the settlement of theThird Party Liability and the conduct of relatedlegal, administrative and other proceedings(including consultation with counsel) and todisagree on reasonable grounds with the selectionand retention of counsel, in which case counselsatisfactory to the Vendor, the Shareholder and thePurchaser shall be retained by the Vendor and theShareholder;(ii) the Vendor and the Shareholder will co-operate withthe Purchaser in relation to the Third PartyLiability, will keep it fully advised with respectthereto, will provide it with copies of allrelevant documentation as it becomes available,will provide it with access to all records andfiles relating to the defence of the Third PartyLiability and will meet with representatives of thePurchaser at all reasonable times to discuss theThird Party Liability; and(iii)notwithstanding subparagraphs (i) and (ii) of thisparagraph, the Vendor and the Shareholder will notsettle the Third Party Liability or conduct anylegal, administrative or other proceedings in anymanner which could, in the reasonable opinion ofthe Purchaser, have a material adverse effect onthe Business, the Condition of the Corporation orthe Purchaser, except with the prior writtenconsent of the Purchaser.If, with respect to any Third Party Liability, the Vendorand the Shareholder do not admit the Purchaser's right toindemnification or decline to assume carriage of the