Common use of Claims Process Clause in Contracts

Claims Process. As soon as is reasonably practicable after any party entitled to indemnification pursuant to Section 6.1 above (the "Indemnified Party") becomes aware of any Claim that it has and which is covered under Section 6.1 above, such Indemnified Party shall notify the party obligated to provide indemnification under such sections (the "Indemnifying Party") in writing, which notice shall describe the Claim in reasonable detail, and shall indicate the amount (estimated, if necessary to the extent feasible) of the Claim. The failure of any Indemnified Party to promptly give any Indemnifying Party such notice shall not preclude such Indemnified Party from obtaining indemnification under Section 6.1 above, except to the extent that such Indemnified Party's failure has prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder. In the event of a third party Claim which is subject to indemnification under Section 6.1 above, the Indemnifying Party shall promptly defend such Claim by counsel of its own choosing, subject to the approval of the Indemnified Party, which approval shall not unreasonably be withheld, and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such Claim including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). Any such settlement shall include a complete and unconditional release of the Indemnified Party from the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim fails to defend the Indemnified Party, or if the Indemnifying Party is, or at any time during the Term of this Agreement was, an Impermissible Investor, the Indemnified Party shall be entitled to undertake the defense, compromise, or settlement of such Claim at the expense of and for the account and risk of the Indemnifying Party.

Claims Process. As soon (i) Upon receipt by a Buyer Indemnified Party or Seller Indemnified Party (as is reasonably practicable after any party entitled to indemnification pursuant to Section 6.1 above (applicable, the "“Indemnified Party"”) becomes aware of notice from a third party of any Claim that it has and which is covered under Section 6.1 aboveaction, suit, proceeding, claim, demand or assessment against such Indemnified Party which might give rise to a claim for Losses under this Section 10, the Indemnified Party shall notify promptly give written notice thereof to the party obligated to provide from whom indemnification under such sections is sought (the "“Indemnifying Party"”) in writingsetting forth, with reasonable specificity, the nature of and facts underlying each particular claim (including identification of all particular sections of this Agreement pursuant to which notice shall describe indemnification is being sought), a copy of any documentation received from the Claim in reasonable detail, third party and shall indicate the amount (estimated, if necessary to the extent feasible) an estimate of the Claim. The Losses relating thereto; provided, however, that failure of any Indemnified Party to promptly give any Indemnifying Party such notice shall not preclude such Indemnified Party from obtaining eliminate the right to indemnification under Section 6.1 above, provided hereunder except to the extent that such Indemnified Party's failure has prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunderParty shall have been actually prejudiced as a result of such failure. In the event Upon receipt of a third party Claim which is subject to indemnification under Section 6.1 abovenotice, the Indemnifying Party and the Indemnified Party shall promptly defend negotiate and discuss in good faith any underlying claim by the Indemnified Party or from a third party and for a period of thirty (30) days and shall work together to resolve such Claim by counsel of its own choosing, subject claim to the approval mutual satisfaction of all parties prior to the initiation of any litigation by the Indemnified Party. The Indemnifying Party shall have the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such matter as to which approval the Indemnified Party is seeking indemnification hereunder. If the Indemnifying Party shall, in accordance with the preceding sentence, undertake to compromise or defend any such asserted Liability, it shall not unreasonably be withheldnotify the Indemnified Party of its intention to do so, and the Indemnified Party shall agree to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted Liability; provided, however, that the Indemnifying Party shall not settle any such asserted Liability without the written consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement fully releases the Indemnified Party in connection with such matter and provides relief consisting solely of money damages borne by the Indemnifying Party. Notwithstanding an election of the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense of such Claim including the settlement of the matter on the basis stipulated by action or proceeding, provided, that, the Indemnifying Party (with shall bear the Indemnifying Party being responsible for all reasonable fees, costs and expenses of one such settlement). Any separate counsel in each jurisdiction, if, but only if, (y) the defendants in, or targets of, any such settlement action or proceeding include both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall include have reasonably concluded, based on the advice of counsel, that there is a complete material conflict of interest between the Indemnifying Party and unconditional release the Indemnified Party with respect to such proceeding (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Indemnified Party from the Claim. If Party) or (z) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of a Claim fails to defend the institution of such action or proceeding. In any event, the Indemnified Party, or if Party and its counsel shall cooperate with the Indemnifying Party isand its counsel and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnifying Party. (ii) If the Indemnifying Party does not undertake to compromise or defend any third party claim pursuant to Section 10(g)(i) above, or then the Indemnifying Party shall have the right to participate in any such defense at any time during the Term of this Agreement wasits sole cost and expense, an Impermissible Investorbut in such case, the Indemnified Party shall be entitled control the investigation and defense of the asserted Liability; provided, however, that the Indemnified Party shall not consent to undertake the defense, compromise, or any settlement of such Claim at a third party claim without the expense of and for the account and risk prior written consent of the Indemnifying Party; provided, further, that the Indemnifying Party may, at its option, elect at any time to assume and control the defense against such third party claim. The Indemnifying Party’s decision to allow the Indemnified Party to take the lead with respect to any indemnity obligation of the Indemnifying Party shall not limit, expand or otherwise affect the Indemnifying Party’s obligation to indemnify the Indemnified Party with respect to any such indemnity obligation, and if an Indemnified Party settles a third party claim it is defending pursuant to this Section 10(g)(ii) without obtaining the Indemnifying Party’s written consent to such settlement in violation of the immediately preceding sentence, then the Indemnifying Party shall be relieved of its indemnification obligations hereunder with respect to such third party claim. (iii) In the event any Indemnified Party should have an indemnification claim against any Indemnifying Party under this Agreement that does not involve a claim by a third party, promptly after becoming aware of any facts or circumstances which the Indemnified Party believes have given or would reasonably be expected to give rise to a right of indemnification pursuant to this Agreement, the Indemnified Party shall deliver notice of such claim to the Indemnifying Party in writing setting forth, with reasonable specificity, the nature of and facts underlying each particular claim (including identification of all particular sections of this Agreement pursuant to which indemnification is being sought) and an estimate of the Losses relating thereto. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability that it may have to such Indemnified Party, except to the extent that the Indemnifying Party has been prejudiced by such failure. If the Indemnifying Party disputes its Liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in the appropriate court of competent jurisdiction. (iv) Notwithstanding anything in this Agreement to the contrary, the conduct of Tax proceedings is addressed in Section 7(b).

Claims Process. As soon as is reasonably practicable after any party entitled to indemnification pursuant to Section 6.1 above (the "Indemnified Party") Party becomes aware of any Claim that it has and claim which is subject to the Escrow Indemnification covered under Section 6.1 above2.B. ("Claim"), such Indemnified Party shall notify the party obligated to provide indemnification under such sections (the "Indemnifying Party"T(2) in writing, which notice shall describe the Claim in reasonable detail, and shall indicate the amount (estimated, if necessary to the extent feasible) of the Claim. The failure of any Indemnified Party to promptly give any Indemnifying Party T(2) such notice shall not preclude such Indemnified Party from obtaining indemnification under Section 6.1 above2.B., except to the extent that such Indemnified Party's failure has prejudiced the Indemnifying Partyincreased T(2)'s rights or increased its liabilities and obligations hereunder. In the event of a third party Claim which is subject to indemnification under Section 6.1 above2.B., the Indemnifying Party T(2) shall promptly defend such Claim by counsel of its own choosing, subject to the approval of the Indemnified Party, which approval shall not unreasonably be withheld, and the Indemnified Party shall cooperate with the Indemnifying Party T(2) in the defense of such Claim including the settlement of the matter on the basis stipulated by the Indemnifying Party T(2) (with the Indemnifying Party T(2) being responsible for all costs and expenses of such settlementsettlement subject to the limitation on the Escrow Indemnification as set forth in Section 2(b) above). Any such settlement shall include a complete and unconditional release of the Indemnified Party from the Claim. If the Indemnifying Party T(2) within a reasonable time after notice of a Claim fails to defend the Indemnified Party, or if the Indemnifying Party is, or at any time during the Term of this Agreement was, an Impermissible Investor, the Indemnified Party shall be entitled to undertake the defense, compromise, compromise or settlement of such Claim at the expense of and for the account and risk of T(2) subject to the Indemnifying Partylimitation on the Escrow Indemnification as set forth in Section 2(b) above.

Claims Process. As soon as is reasonably practicable after any party entitled to indemnification pursuant to Section 6.1 above (the "Indemnified Party"a) becomes aware of any Claim that it has and which is covered under Section 6.1 above, such The Indemnified Party shall notify the party obligated to provide indemnification under such sections (the "Indemnifying Party") in writingshall, which notice shall describe the Claim in reasonable detail, and shall indicate the amount (estimated, if necessary as a condition precedent to the extent feasible) right of the Claim. The failure of any Indemnified Party to promptly be indemnified under this Agreement, give the Chief Financial Officer of the Corporation (or any Indemnifying officer performing similar functions) written notice (an "Indemnification Notice") as soon as reasonably practicable of any Proceeding made or threatened to be made against the Indemnified Party such for which indemnification may be sought hereunder, provided, however, that the failure to give notice in a timely fashion shall not preclude such disentitle the Indemnified Party from obtaining indemnification to the right to indemnity under Section 6.1 above, this Agreement except to the extent that such Indemnified Party's failure has prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder. In the event Corporation suffers prejudice by reason of a third party Claim which is subject to indemnification under Section 6.1 above, the Indemnifying delay. (b) The Indemnified Party shall promptly defend such Claim by permit the Corporation to assume the defence of any claim or action described in the Indemnification Notice with counsel of its own choosingchoice. Whether or not such defence is assumed by the Corporation, the Corporation will not be subject to any liability for any settlement made without its consent. The Corporation, if it assumes such defence, will not consent to any judgment or order or enter into any settlement that does not include, as an unconditional term thereof, the approval of giving by the Indemnified Party, which approval shall not unreasonably be withheld, and claimant or plaintiff to the Indemnified Party shall cooperate of a release from all liability with respect to such claim, action or proceeding. If the Indemnifying Party in Corporation is not entitled to, or does not elect to, assume the defense defence of such Claim including a claim, action or proceeding, the settlement of Corporation will not be obligated to pay the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs costs, fees and expenses of such settlement). Any such settlement shall include more than one counsel (which for these purposes includes a complete and unconditional release of legal firm) for the Indemnified Party from and any other directors or officers of the Claim. If the Indemnifying Party within Corporation who are indemnified pursuant to similar indemnity agreements with respect to such claim, action or proceeding, unless a reasonable time after notice conflict of a Claim fails to defend interest shall exist between the Indemnified PartyParty and any other indemnified party with respect to such claim, action or if proceeding, in which event the Indemnifying Party is, Corporation will be obligated to pay the fees and expenses of an additional counsel for each indemnified party or at any time during the Term group of this Agreement was, an Impermissible Investorindemnified parties with whom a conflict of interest exists. In addition, the Indemnified Party shall give the Corporation such information and cooperation as it may reasonably require. If the Corporation becomes aware of any Proceeding or reasonably expects that a Proceeding will be entitled to undertake made, the defense, compromise, or settlement Corporation will give the Indemnified Party notice in writing promptly of such Claim at the expense of and for the account and risk of the Indemnifying PartyProceeding or potential Proceeding.

Claims Process. As soon as (a) In the event that: (i) any Action is reasonably practicable after asserted or instituted by any party entitled Person other than the Parties or their Affiliates which could give rise to indemnification pursuant to Section 6.1 above an obligation of any Party (the "“Indemnifying Party”) to indemnify any other Party (the “Indemnified Party"”) (such Action, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), the Indemnified Party shall, promptly after it becomes aware of any a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Party specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim that it has Notice”), together with copies of all notices and which is covered under Section 6.1 above, such documents served on or received by the Indemnified Party shall notify in the party obligated to provide indemnification under such sections (case of a Third Party Claim; provided, however, that a delay in notifying the "Indemnifying Party") in writing, which notice shall describe the Claim in reasonable detail, and shall indicate the amount (estimated, if necessary to the extent feasible) of the Claim. The failure of any Indemnified Party to promptly give any Indemnifying Party such notice shall not preclude such Indemnified relieve the Indemnifying Party from obtaining indemnification of its obligations under Section 6.1 above, this Article VI except to the extent that such Indemnified Party's failure has prejudiced (and only to the extent that) the Indemnifying Party's rights or increased its liabilities and Party shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Party shall be relieved of such obligations hereunder. to the extent of such material prejudice. (b) In the event of a third party Claim which is subject to indemnification under Section 6.1 aboveThird Party Claim, the Indemnifying Party shall promptly have the right to defend the Indemnified Party against such Third Party Claim by and be entitled to appoint counsel of its own choosing, subject the Indemnifying Party’s choice at the expense of the Indemnifying Party to represent the Indemnified Party in connection with such Action (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party or any other costs or expenses with respect to the approval defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to the Indemnified Party, which approval shall not unreasonably be withheldacting reasonably. If requested by the Indemnifying Party, and the Indemnified Party shall agrees to cooperate with the Indemnifying Party and its counsel in defending and contesting any Action which the defense of such Indemnifying Party defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim including may be settled or compromised (i) by the settlement Indemnified Party without the prior written consent of the matter on the basis stipulated Indemnifying Party or (ii) by the Indemnifying Party (with without the Indemnifying Party being responsible for all costs and expenses of such settlement). Any such settlement shall include a complete and unconditional release prior written consent of the Indemnified Party from (in each such case, which consent shall not be unreasonably withheld or delayed), unless, in the Claimcase of clause (ii), no admission of wrongdoing by the Indemnified Party is required and the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If In the event any Indemnifying Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim in accordance and compliance with the previous sentence of this Section 6.03(b), each Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Article VI with respect to such Third Party Claim. (c) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within a reasonable time after notice thirty (30) days of receipt of a Claim fails to defend the Indemnified Party, or if Notice whether the Indemnifying Party isdisputes such claim. From and after the delivery of a Claim Notice, or at any time during the Term reasonable request of this Agreement was, an Impermissible Investorthe Indemnifying Party, the Indemnified Party shall be entitled grant the Indemnifying Party and its representatives reasonable access to undertake the defensebooks, compromiserecords, or settlement employees, representatives and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim at the expense of and for the account and risk of the Indemnifying PartyNotice relates.

Claims Process. As soon as is reasonably practicable (a) Each Indemnified Party under this Section 9 shall, promptly after any party entitled to indemnification pursuant to Section 6.1 above (the "Indemnified Party") becomes aware receipt of notice of the commencement of any Claim against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Section 9, notify the Indemnifying Party in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Indemnifying Party of any such Claim shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party unless, and only to the extent that, such omission materially and adversely prejudices the Indemnifying Party and results in the Indemnifying Party’s forfeiture of substantive rights or defenses. In case any such Claim shall be brought against any Indemnified Party, and upon its notification to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense and further provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it has would have an indemnity obligation for the Damages resulting from such Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Claim without the prior written consent of the Indemnified Party if (i) the Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, or (iii) the Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (b) In any Claim in which both the Indemnifying Party, on the one hand, and which is covered under Section 6.1 abovean Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall notify have the party obligated right to provide indemnification under employ separate counsel and to control its own defense of such sections Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the "Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party") in writing, which notice shall describe on the Claim in reasonable detailone hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (x) shall indicate not be liable for the amount fees and expenses of more than one counsel to all Indemnified Parties and (estimatedy) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any Claim between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, if necessary as such expenses are incurred. (c) The Indemnifying Party agrees that it will not, without the prior written consent of each Indemnified Party settle, compromise or consent to the extent feasible) of the Claim. The failure entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby (if such Indemnified Party is a party thereto or has been actually threatened to promptly give any Indemnifying Party be made a party thereto) unless such notice shall not preclude settlement, compromise or consent includes an unconditional release of such Indemnified Party from obtaining indemnification under Section 6.1 above, except to the extent all liability arising or that may arise out of such Indemnified Party's failure has prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunderClaim. In the event of a third party Claim which is subject to indemnification under Section 6.1 above, the The Indemnifying Party shall promptly defend such not be liable for any settlement of any Claim effected by counsel of an Indemnified Party without its own choosingwritten consent, subject which consent shall not be unreasonably withheld. The rights accorded to an Indemnified Party hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the approval of the Indemnified Partycontrary contained in this Agreement, which approval nothing in this Section 9 shall not unreasonably be withheld, and the restrict or limit any rights that any Indemnified Party shall cooperate with the Indemnifying Party in the defense of such Claim including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). Any such settlement shall include a complete and unconditional release of the Indemnified Party from the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim fails may have to defend the Indemnified Party, or if the Indemnifying Party is, or at any time during the Term of this Agreement was, an Impermissible Investor, the Indemnified Party shall be entitled to undertake the defense, compromise, or settlement of such Claim at the expense of and for the account and risk of the Indemnifying Partyseek equitable relief.

Claims Process. As soon as is reasonably practicable after (a) If any third party entitled to indemnification pursuant to shall notify either any Tencent Indemnitee or any JD Indemnitee (such party seeking indemnity, for the purposes of this Section 6.1 above (6.06, the "“Indemnified Party"”) becomes aware of in writing with respect to any Claim that it has and matter involving a claim by such third party (a “Third Party Claim”) which is covered under Section 6.1 above, such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article VI, then the Indemnified Party shall promptly (i) notify Tencent Parent or JD Parent (such party, for the party obligated to provide indemnification under such sections (purposes of this Section 6.06, the "“Indemnifying Party"”) thereof in writing, which writing and (ii) transmit to the Indemnifying Party a written notice shall describe the (“Claim Notice”) describing in reasonable detail, and shall indicate the amount (estimated, if necessary to the extent feasible) reasonably practicable, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent any Losses are increased by an amount in excess of US$50,000 by the failure of the Indemnified Party to promptly give any Indemnifying Party such notice shall not preclude such Indemnified Party from obtaining indemnification under Section 6.1 above, except to the extent that such Indemnified Party's failure has prejudiced notify the Indemnifying Party's rights . (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to control and settle the proceeding, provided, that, (i) any such settlement or increased compromise shall be permitted hereunder only with the written consent of the Indemnified Party which consent shall not be unreasonably withheld or delayed; and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its liabilities counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and obligations hereunder. communications with respect to any Third Party Claim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 6.06(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 6.06(b). (d) In the event of a third party Third Party Claim for which is subject to indemnification under Section 6.1 above, the Indemnifying Party shall promptly defend elects not to assume the defense or fails to make such Claim by counsel of its own choosing, subject to the approval an election within thirty (30) days of the Indemnified Party, which approval shall not unreasonably be withheld, and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such Claim including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). Any such settlement shall include a complete and unconditional release of the Indemnified Party from the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim fails to defend the Indemnified Party, or if the Indemnifying Party is, or at any time during the Term of this Agreement was, an Impermissible InvestorNotice, the Indemnified Party shall be entitled to undertake the defensemay, compromiseat its option, defend, settle, compromise or settlement of pay such Claim action or claim at the expense of and for the account and risk Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Claims Process. As soon as is reasonably practicable after any an express condition precedent to the indemnification obligations set forth in this Section 10, the party entitled to or related entity seeking indemnification pursuant to Section 6.1 above (the "“Indemnified Party"”) becomes aware will provide the party from which indemnification is sought (“Indemnifying Party”) with prompt written notice of the existence of any Claim that it has and which is covered under Section 6.1 above, such Claim; the Indemnified Party shall notify be allowed the party obligated right to provide indemnification under such sections (control the "Indemnifying Party") in writing, which notice shall describe defense of the Claim in reasonable detail, (and shall indicate to settle or compromise the amount (estimated, if necessary to the extent feasible) of the Claim. The failure of any Indemnified Party to promptly give any Indemnifying Party Claims provided such notice shall settlement does not preclude such Indemnified Party from obtaining indemnification under Section 6.1 above, except to the extent that such Indemnified Party's failure has prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder. In the event of a third party Claim which is subject to indemnification under Section 6.1 above, the Indemnifying Party shall promptly defend such Claim by counsel of its own choosing, subject to the approval of materially impair the Indemnified Party, which approval shall not unreasonably be withheld, ’s rights under this Agreement); and the Indemnified Party shall reasonably cooperate with in the Indemnifying Party’s defense or settlement of any such Claim and provide non-financial assistance at the Indemnifying Party’s request. The Indemnified Party shall have the right to participate in the defense of any such Claim at its expense and through counsel of its choosing. The foregoing indemnifications shall survive the expiration or termination of this Agreement. “Claim(s)” means a claim, suit, action, demand, investigation, inquiry or proceeding brought by a third party or governmental entity against the respective Indemnified Party. “Costs” means judgments, losses, payments, costs, charges, expenses (including reasonable attorney’s, accounting, investigator, experts and consulting fees, disbursements, court costs and litigation expenses), damages, liabilities, settlements, fines, interest, penalties, reasonable costs of advertising material and media time/space, all expenses of recall, refunds, public notices, lost profits (but only to the settlement of the matter on the basis stipulated by extent the Indemnifying Party (is otherwise responsible for such under the terms of this Agreement) and other similar amounts. *** Certain information on this page has been omitted and filed separately with the Indemnifying Party being responsible for all costs Securities and expenses of such settlement)Exchange Commission. Any such settlement shall include a complete and unconditional release of Confidential treatment has been requested with respect to the Indemnified Party from the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim fails to defend the Indemnified Party, or if the Indemnifying Party is, or at any time during the Term of this Agreement was, an Impermissible Investor, the Indemnified Party shall be entitled to undertake the defense, compromise, or settlement of such Claim at the expense of and for the account and risk of the Indemnifying Partyomitted portions.

Claims Process. As soon as If there occurs an event which any Party (or any Purchaser Indemnified Party or any Seller Indemnified Party) asserts is reasonably practicable after any party entitled to indemnification an indemnifiable event pursuant to Section 6.1 above this ARTICLE IX, the Person seeking indemnification (the "Indemnified Party"“Indemnitee”) becomes aware of any Claim that it has and which is covered under Section 6.1 above, such Indemnified Party promptly shall notify in writing the party obligated to provide indemnification under such sections pursuant to the terms hereof (the "Indemnifying Party"“Indemnitor”) in writingof the occurrence of such event. If such event involves any claim or the commencement of any action or proceeding by a third Person (a “Third Party Claim”), which the Indemnitee shall give the Indemnitor prompt written notice of such claim or the commencement of such action or proceeding (if known). The notice shall describe the Claim describe, in reasonable detail, and shall indicate the claim, the amount (estimatedthereof if known and quantifiable, if necessary and the specific basis therefor. Any delay or failure by an Indemnitee to so notify the extent feasible) of the Claim. The failure of any Indemnified Party to promptly give any Indemnifying Party such notice Indemnitor shall not preclude such Indemnified Party from obtaining relieve the Indemnitor of its indemnification under Section 6.1 above, obligations hereunder except to the extent that (and only to such Indemnified Party's extent) such failure has prejudiced actually prejudices the Indemnifying Party's rights or increased its liabilities and obligations hereunderIndemnitor. In the event of a third party Claim which is subject to indemnification under Except as otherwise provided in Section 6.1 above7.03, the Indemnifying Indemnitor shall be entitled to assume and control the defense of, or settle, such Third Party shall promptly defend Claim (with counsel approved by Indemnitee in writing, such Claim approval not to be unreasonably withheld, conditioned, or delayed) at the Indemnitor’s expense by counsel sending written notice to the Indemnitee of its own choosingelection to do so within 30 Business Days after receiving written notice from the Indemnitee; provided, subject that notwithstanding the foregoing, the Indemnitor shall not have the right to defend or direct the defense of any such Third Party Claim (a) that is likely to result in Losses that will, in the good faith determination of the Indemnitee, materially exceed the amount of indemnification that the Indemnitor would be liable to pay to the approval Indemnitee hereunder, (b) that seeks solely an injunction or other equitable relief against the Indemnitee (and in connection with which no claims for monetary Losses are pursued), (c) that is a criminal, regulatory or statutory enforcement action brought by a Governmental Body, (d) that involves Taxes or (e) if the Indemnitor does not make reasonably adequate provision with respect to the defense, satisfaction and discharge of the Indemnified Party, which approval shall not unreasonably be withheld, and the Indemnified such Third Party shall Claim. The Indemnitee agrees to reasonably cooperate with the Indemnifying Indemnitor and its counsel in the defense against any such asserted claim, including by providing the Indemnitor (and selected counsel) with access to any documents, employees, witnesses and other persons or information in such Indemnitee’s access or control that are reasonably requested and may facilitate investigation or defense or settlement of such Third Party Claim. The Indemnitee shall have the right to participate in (but not control) the defense of such Claim including asserted claim with separate counsel, if it desires, at its own expense. Any settlement or compromise of such asserted claim by the settlement Indemnitor shall require the prior written consent of the matter on the basis stipulated Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that no such consent shall be required as long as it is solely a monetary settlement (that will be paid by the Indemnifying Party (Indemnitor or its insurer in its entirety in accordance with the Indemnifying Party being responsible for all costs and expenses of such settlement). Any such settlement shall include terms hereof) that provides a complete full and unconditional release of the Indemnified Party Indemnitee with respect to such matter and does not contain an admission of liability or any continuing obligation on the part of the Indemnitee. Unless the Indemnitor assumes the defense of such claim within 30 Business Days after receiving written notice thereof from the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim Indemnitee, or fails to defend diligently prosecute the Indemnified Party, or if defense of such Third Party Claim after having assumed the Indemnifying Party is, or at any time during the Term of this Agreement was, an Impermissible Investordefense thereof, the Indemnified Party Indemnitee shall control the defense of such claim (with counsel of its choice and with the Indemnitor required to pay all reasonable costs and reasonable expenses incurred by the Indemnitee in connection with such matter) and the Indemnitor shall have the right to participate therein at its own expense; provided, that in the event the Indemnitee controls the defense of any such claim, the Indemnitee shall not be entitled permitted to undertake settle or compromise any such claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. In the event the Indemnitor assumes the defense of the claim, the Indemnitor will keep the Indemnitee reasonably informed of the progress of any such defense, compromise, compromise or settlement of such Claim at the expense of and for the account and risk of the Indemnifying Partysettlement.

Claims Process. As soon as is reasonably practicable after any party entitled to indemnification pursuant to Section 6.1 above (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware of any Claim that it has and which is covered under Section 6.1 above, such Indemnified Party shall notify the party obligated to provide indemnification under such sections (the "Indemnifying PartyINDEMNIFYING PARTY") in writing, which notice shall describe the Claim in reasonable detail, and shall indicate the amount (estimated, if necessary to the extent feasible) of the Claim. The failure of any Indemnified Party to promptly give any Indemnifying Party such notice shall not preclude such Indemnified Party from obtaining indemnification under Section 6.1 above, except to the extent that such Indemnified Party's failure has prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder. In the event of a third party Claim which is subject to indemnification under Section 6.1 above, the Indemnifying Party shall promptly defend such Claim by counsel of its own choosing, subject to the approval of the Indemnified Party, which approval shall not unreasonably be withheld, and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such Claim including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). Any such settlement shall include a complete and unconditional release of the Indemnified Party from the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim fails to defend the Indemnified Party, or if the Indemnifying Party is, or at any time during the Term of this Agreement was, an Impermissible Investor, the Indemnified Party shall be entitled to undertake the defense, compromise, or settlement of such Claim at the expense of and for the account and risk of the Indemnifying Party.