Common use of Certain Indemnification Matters Clause in Contracts

Certain Indemnification Matters. (a) If TME has, receives or becomes aware of any claim, or threatened or potential claim, for indemnification under Article VII of the Subscription Agreement, TME shall promptly notify Tencent Hong Kong and cooperate with Tencent Hong Kong in connection therewith, including to maximize the joint recovery of TME and Tencent Hong Kong in any claim against Spotify, and shall pay to Tencent Hong Kong the product of (i) the total recovery received by TME under the Subscription Agreement multiplied by (ii) a fraction, the numerator of which is the number of the Spotify Transfer Shares and the denominator of which is the number of the Acquired Spotify Shares. (b) If TME is entitled under Section 7.05(a) of the Subscription Agreement to elect the manner in which Spotify must satisfy its indemnification obligations, TME shall not make such election without consulting with Tencent Hong Kong and obtaining Tencent Hong Kong’s prior written consent to such election.