Common use of Claims Process Clause in Contracts

Claims Process. (a) In the event that: (i) any Claim is asserted or instituted by any Person other than the Parties or their Affiliates which could give rise to 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 a Third Party Claim, or facts supporting a Direct Claim (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 amount or estimated amount shall not be conclusive of the final amount, 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 in the case of a Third Party Claim. Notwithstanding anything herein to the contrary, if the Indemnified Party fails to provide a Claim Notice to the 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 representations and warranties in Section 6.12, Section 6.14(b) or Section 6.17, as applicable, or the Excluded Liabilities, the Indemnifying Party shall be deemed to have waived all rights against the Indemnify Party for indemnification under Article VIII with respect to such Third Party Claim or Direct Claim, as applicable. If the Indemnified Party fails to provide a Claim Notice to the 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’s recovery under any such Claim shall be subject to a reduction in the amount of indemnification only to the extent that the Indemnifying Party suffers actual damages resulting from the failure of the Indemnified Party to provide a Claim Notice within the Claim Period.

Claims Process. As soon as is reasonably practicable after any party entitled to indemnification pursuant to Section 6.1 above (athe "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 that: (i) any Claim is asserted or instituted by any Person other than the Parties or their Affiliates which could give rise to 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 a Third Party Claim, or facts supporting a Direct third party Claim (in each case, the “Claim Period”), provide written notice which is subject to the Indemnifying Party specifying the nature of such Claim and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, 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 in the case of a Third Party Claim. Notwithstanding anything herein to the contrary, if the Indemnified Party fails to provide a Claim Notice to the 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 representations and warranties in indemnification under Section 6.12, Section 6.14(b) or Section 6.17, as applicable, or the Excluded Liabilities6.1 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 deemed to have waived all rights against the Indemnify Party for indemnification under Article VIII with respect to such Third Party Claim or Direct Claimwithheld, as applicable. If and the Indemnified Party fails to provide a Claim Notice to shall cooperate with the Indemnifying Party in the defense of a Third Party such Claim or Direct Claim involving a breach including the settlement of the representations and warranties in Section 6.12, Section 6.14(b) or Section 6.17, as applicable, or matter on the Excluded Liabilities, during the applicable Claim Period, the Indemnified Party’s recovery under any such Claim shall be subject to a reduction in the amount of indemnification only to the extent that basis stipulated by the Indemnifying Party suffers actual damages resulting from (with the failure 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 to provide from the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim Notice within 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 Periodat the expense of and for the account and risk of the Indemnifying Party.

Claims Process. As an express condition precedent to the indemnification obligations set forth in this Section 10, the party or related entity seeking indemnification (a“Indemnified Party”) In will provide the event that: party from which indemnification is sought (i) any Claim is asserted or instituted by any Person other than the Parties or their Affiliates which could give rise to an obligation of any Party (the “Indemnifying Party”) with prompt written notice of the existence of any such Claim; the Indemnified Party shall be allowed the right to indemnify any other Party control the defense of the Claim (and to settle or compromise the “Claims provided such settlement does not materially impair the Indemnified Party”) ’s rights under this Agreement); and the Indemnified Party shall reasonably cooperate 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 extent the Indemnifying Party is otherwise responsible for such under the terms of this Agreement (such Claim, a “Third Party Claim”Agreement) or (ii) any Indemnified Party under and other similar amounts. *** Certain information on this Agreement shall have a claim under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”), page has been omitted and filed separately with the Indemnified Party shall, within sixty (60) days after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim (in each case, the “Claim Period”), provide written notice to the Indemnifying Party specifying the nature of such Claim Securities and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, 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 in the case of a Third Party ClaimExchange Commission. Notwithstanding anything herein to the contrary, if the Indemnified Party fails to provide a Claim Notice to the Indemnifying Party of a Third Party Claim or Direct Claim during the applicable Claim Period, unless such Claim is Confidential treatment has been requested with respect to 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, the Indemnifying Party shall be deemed to have waived all rights against the Indemnify Party for indemnification under Article VIII with respect to such Third Party Claim or Direct Claim, as applicable. If the Indemnified Party fails to provide a Claim Notice to the 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’s recovery under any such Claim shall be subject to a reduction in the amount of indemnification only to the extent that the Indemnifying Party suffers actual damages resulting from the failure of the Indemnified Party to provide a Claim Notice within the Claim Periodomitted portions.