Common use of Direct Claim Indemnification Procedures Clause in Contracts

Direct Claim Indemnification Procedures. (a) Each Indemnified Person shall assert any claim on account of any Losses as to which an Indemnifying Person may have liability hereunder, and which do not result from a Third-Party Claim (a “Direct Claim”) by giving the Indemnifying Person written notice thereof reasonably promptly. Such notice by the Indemnified Person shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Person; provided, however, that the failure to timely give such notice shall not affect the rights of an Indemnified Person hereunder (i) unless such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Direct Claim or on the Indemnifying Person’s ability to mitigate such Direct Claim, (ii) unless the indemnification obligations are materially increased as a result of such failure or (iii) as provided in Section 5.1. (b) In the event the Company has the right to assert a Direct Claim pursuant to Section 5.2 or Section 5.3, then notwithstanding anything set forth in the Operating Agreement, the Member (as such term is defined in the Operating Agreement) who is not the Indemnifying Person with respect to such Direct Claim shall have the right to control all decisions of the Company with respect to such Direct Claim, including the assertion and resolution thereof. (c) In the event the Company has the right to assert a Direct Claim against an Indemnifying Person which Direct Claim arises from or relates to Vinco Ventures or ZASH’s failure to contribute any of the Vinco Ventures Contributed Assets or the ZASH Contributed Assets, as applicable, then such Indemnifying Person shall be able to satisfy such indemnification obligation to the Company by contributing, or causing the contribution of, to the Company, any such additional Vinco Ventures Contributed Assets or ZASH Contributed Assets.

Direct Claim Indemnification Procedures. (a) Each Indemnified Person shall assert any claim on account of any Losses as to which an Indemnifying Person may have liability hereunder, and which do not result from a Third-Party Claim (a “Direct Claim”) by giving the Indemnifying Person Indemnitor written notice thereof reasonably promptly. Such notice by the Indemnified Person shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof detail and indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Person; provided, however, provided that the failure to timely give such notice or comply with the foregoing shall not only affect the rights of an Indemnified Person hereunder (i) unless to the extent such failure has a materially prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Direct Claim or on the Indemnifying Person’s ability to mitigate such Direct Claim, (ii) unless the indemnification obligations are materially increased as a result of such failure or (iii) as provided in Section 5.1. (b) In the event the Company has the right to assert a Direct Claim pursuant to Section 5.2 or Section 5.3, then notwithstanding anything set forth in the Operating Agreement, the Member (as such term is defined in the Operating Agreement) who is not the Indemnifying Person with respect to such Direct Claim shall have the right to control all decisions of the Company Indemnitor with respect to such Direct Claim. If the Indemnitor notifies the Indemnified Person that it does not dispute the claim described in such notice, including or fails to notify the assertion and resolution thereof. Indemnified Person within thirty (c30) In days after delivery of such notice by the event Indemnified Person that the Company has Indemnitor disputes the right to assert claim described in such notice, the Losses in the amount specified in the Indemnified Person’s notice will be conclusively deemed a Direct Claim against an Indemnifying Person which Direct Claim arises from or relates to Vinco Ventures or ZASH’s failure to contribute any Liability of the Vinco Ventures Contributed Assets or Indemnitor and the ZASH Contributed Assets, as applicable, then such Indemnifying Indemnified Person shall be able entitled to satisfy recover the amount of such indemnification obligation Losses from the Indemnitor in accordance with the terms and conditions of this Article VIII. If the Indemnitor has timely disputed its Liability with respect to such claim, the Company by contributing, or causing the contribution ofIndemnitor and Indemnified Person will proceed in good faith to negotiate a resolution of such dispute and if no such resolution is reached, to the Company, any litigate such additional Vinco Ventures Contributed Assets or ZASH Contributed Assetsdispute.

Direct Claim Indemnification Procedures. (a) Each If an Indemnified Person shall assert any Party has a claim on account of any Losses as to which an Indemnifying Person may have liability hereunder, and which do for indemnification hereunder that does not result from involve a Third-Third Party Claim (a “Direct Claim”) by giving ), the Indemnified Party shall give the Indemnitor prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor demonstrates that the Indemnifying Person written notice thereof reasonably promptlyParty’s ability to defend or resolve such Direct Claim is materially and adversely affected thereby. Such notice by the Indemnified Person Party shall describe in reasonable detail (based on information then available to the Indemnified Party) the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Losses the Loss that have has been or may be sustained by the Indemnified Person; providedParty (the “Claimed Amount”). Within thirty (30) days after delivery of such notice, however, that the failure Indemnitor shall deliver to timely give such notice the Indemnified Party a written response in which the Indemnitor shall not affect the rights of an Indemnified Person hereunder (i) unless agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such failure has response shall be accompanied by a prejudicial effect on payment by the defenses or other rights available to Indemnitor of the Indemnifying Person with respect to such Direct Claim or on the Indemnifying Person’s ability to mitigate such Direct ClaimClaimed Amount), (ii) unless agree that the indemnification obligations are materially increased as a result Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such failure response shall be accompanied by payment by the Indemnitor of the Agreed Amount), or (iii) as provided in Section 5.1. (b) In good faith dispute that the event the Company has the right Indemnified Party is entitled to assert a Direct Claim pursuant to Section 5.2 or Section 5.3, then notwithstanding anything set forth in the Operating Agreement, the Member (as such term is defined in the Operating Agreement) who is not the Indemnifying Person with respect to such Direct Claim shall have the right to control all decisions of the Company with respect to such Direct Claim, including the assertion and resolution thereof. (c) In the event the Company has the right to assert a Direct Claim against an Indemnifying Person which Direct Claim arises from or relates to Vinco Ventures or ZASH’s failure to contribute receive any of the Vinco Ventures Contributed Assets Claimed Amount. If the Indemnitor timely disputes the payment of all or part of the ZASH Contributed Assets, as applicableClaimed Amount, then the Indemnitor and the Indemnified Party may assert all rights available to such Indemnifying Person shall be able to satisfy such indemnification obligation to the Company by contributing, or causing the contribution of, to the Company, any such additional Vinco Ventures Contributed Assets or ZASH Contributed AssetsParty hereunder.

Direct Claim Indemnification Procedures. (a) Each Indemnified Person shall assert any claim on account of any Losses as to which an Indemnifying Person may have liability hereunder, and which do not result from a Third-Party Claim (a “Direct Claim”) by giving the Indemnifying Person written notice thereof reasonably promptly. Such notice by the Indemnified Person shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Person; provided, however, that the failure to timely give such notice shall not affect the rights of an Indemnified Person hereunder (i) unless such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Direct Claim or on the Indemnifying Person’s ability to mitigate such Direct Claim, (ii) unless the indemnification obligations are materially increased as a result of such failure or (iii) as provided in Section 5.17.1. (b) In the event the Company JV Entity has the right to assert a Direct Claim pursuant to Section 5.2 7.2 or Section 5.37.3, then notwithstanding anything set forth in the JV Operating Agreement, the Member (as such term is defined in the JV Operating Agreement) who is not the Indemnifying Person with respect to such Direct Claim shall have the right to control all decisions of the Company JV Entity with respect to such Direct Claim, including the assertion and resolution thereof. (c) In the event the Company JV Entity has the right to assert a Direct Claim against an Indemnifying Person which Direct Claim arises from or relates to Vinco Ventures Crackle or ZASHCSSE’s failure to contribute any of the Vinco Ventures Crackle Contributed Assets or the ZASH CSSE Contributed AssetsAssets as contemplated by Section 1.1(a) or by Section 1.1(d) and Annex H hereof, as applicable, then such Indemnifying Person shall be able to satisfy such indemnification obligation to the Company JV Entity by contributing, or causing the contribution of, to the CompanyJV Entity, any such additional Vinco Ventures Crackle Contributed Assets or ZASH CSSE Contributed AssetsAssets (or replacement assets, as permitted by and in compliance with Annex H).