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 as (a) In the event that: (i) any Claim 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"”) under the terms of this Agreement (such Claim, 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”), the Indemnified Party shall, within sixty (60) days after it becomes aware of any a Third Party Claim, or facts supporting a Direct Claim that it has (in each case, the “Claim Period”), provide written notice to the Indemnifying Party specifying the nature of such Claim and the amount or estimated amount thereof (which is covered under Section 6.1 aboveamount or estimated amount shall not be conclusive of the final amount, such if any, of the Losses involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by the Indemnified Party shall notify in the party obligated case of a Third Party Claim. Notwithstanding anything herein to the contrary, if the Indemnified Party fails to provide indemnification under such sections (the "Indemnifying Party") in writing, which notice shall describe the a Claim in reasonable detail, and shall indicate the amount (estimated, if necessary Notice to the extent feasible) Indemnifying Party of a Third Party Claim or Direct Claim during the applicable Claim Period, unless such Claim is with respect to a breach 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 representations and warranties in Section 6.1 above6.12, except to Section 6.14(b) or Section 6.17, as applicable, or 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 aboveExcluded Liabilities, the Indemnifying Party shall promptly defend be deemed to have waived all rights against the Indemnify Party for indemnification under Article VIII with respect to such Third Party Claim by counsel of its own choosingor Direct Claim, subject as applicable. If the Indemnified Party fails to provide a Claim Notice to the approval Indemnifying Party of a Third Party Claim or Direct Claim involving a breach of the representations and warranties in Section 6.12, Section 6.14(b) or Section 6.17, as applicable, or the Excluded Liabilities, during the applicable Claim Period, the Indemnified Party, which approval ’s recovery under any such Claim shall not unreasonably be withheld, and subject to a reduction in the Indemnified Party shall cooperate with amount of indemnification only to the extent that the Indemnifying Party in suffers actual damages resulting from 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 failure of the Indemnified Party from the Claim. If the Indemnifying Party within a reasonable time after notice of to provide a Claim fails to defend Notice within 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 PartyPeriod.

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 that it has and which is covered under Section 6.1 above, against such Indemnified Party shall in respect of which indemnity may be sought from the Indemnifying Party under this Section 9, notify the party obligated to provide indemnification under such sections (the "Indemnifying Party") Party in writing, which notice shall describe the Claim in reasonable detail, and shall indicate the amount (estimated, if necessary to the extent feasible) writing of the Claimcommencement thereof. The failure omission of any Indemnified Party to promptly give any so notify the Indemnifying Party of any such notice Claim shall not preclude relieve the Indemnifying Party from any liability which it may have to such Indemnified Party from obtaining indemnification under Section 6.1 aboveunless, except and only to the extent that that, such Indemnified Party's failure has prejudiced omission materially and adversely prejudices the Indemnifying Party and results in the Indemnifying Party's ’s forfeiture of substantive rights or increased its liabilities and obligations hereunderdefenses. In case any such Claim shall be brought against any Indemnified Party, and upon its notification to the event Indemnifying Party of a third party Claim which is subject to indemnification under Section 6.1 abovethe commencement thereof, the Indemnifying Party shall promptly defend such Claim by counsel of be entitled to assume the defense thereof at its own choosingexpense, subject with counsel satisfactory to the approval of the Indemnified Party, which approval shall not unreasonably be withheld, and the such Indemnified Party shall cooperate with 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 in must acknowledge that it 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 such any Claim including without 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 prior written consent of the Indemnified Party from if (i) the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim fails relates to defend the Indemnified Partyor arises in connection with any criminal proceeding, action, indictment, allegation or if the Indemnifying Party isinvestigation, or at any time during the Term of this Agreement was, an Impermissible Investor, (ii) the Indemnified Party shall reasonably believes an adverse determination with respect to the Claim would be entitled detrimental to undertake the defense, compromisereputation or future business prospects of the Indemnified Party or any of its Affiliates, or settlement (iii) the Claim seeks an injunction or equitable relief against the Indemnified Party or any of such Claim at the expense of and for the account and risk of the Indemnifying Partyits Affiliates.

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.