Common use of Indemnification Claims Procedures Clause in Contracts

Indemnification Claims Procedures. Any claim by a Party (the “Indemnified Party”) for indemnification pursuant to this Article VI shall be made by a written notice to the other Party (the “Indemnifying Party”) (and in the case of Section 6.01(a), (b) or (c), prior to the applicable Survival Date), describing such claim in reasonable detail, including (to the extent reasonably ascertainable) the amount or estimated amount of Losses, the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made, and including a copy of all materials and claims received with respect to such claim (a “Claims Notice”). In the event an Indemnified Party becomes aware of a claim made by any third party against the Indemnified Party (a “Third Party Claim”), which the Indemnified Party reasonably believes could result in a claim for indemnification pursuant to Section 6.01 or Section 6.02, as applicable, the Indemnified Party shall promptly notify the Indemnifying Party of such claim in a Claims Notice; provided, however, that no failure or delay in the serving of such notice shall in any way relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure or delay. Such Claims Notice shall also reasonably summarize, to the extent possible, (i) the basis for the claim for indemnification and any claim or liability being asserted by a third party, (ii) the representation and warranty or covenant or other agreement that is alleged to have been inaccurate or to have been breached and (iii) (to the extent reasonably ascertainable) the aggregate amount of the Losses for which a claim is being made under this Article VI. Following receipt of a Claims Notice with respect to a Third Party Claim, the Indemnifying Party may, at its option, assume the defense of the Third Party Claim and any litigation resulting therefrom with counsel selected by it, subject to the Indemnifying Party undertaking, in a form reasonably acceptable to the Indemnified Party, to indemnify the Indemnified Party and its Related Parties for any Losses arising therefrom (subject to Section 6.05 and the other provisions of this Article VI). In the event the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such Third Party Claim; provided that if the named parties to the Third Party Claim or related litigation include both the Indemnifying Party and the Indemnified Party, and in the written opinion of the Indemnified Party’s outside counsel there exists a material conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnified Party may engage separate counsel and the Indemnifying Party shall pay the reasonable and documented fees and disbursements of such separate counsel (subject to consultation in relation to the choice of counsel with the Indemnifying Party) which shall be limited to one counsel to the Indemnified Party. Whether or not the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any settlement entered into or any judgment consented to without the Indemnifying Party’s prior written consent (not to be unreasonably withheld). The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity and in otherwise defending and resolving such matters, which assistance and cooperation shall include providing reasonable access to and copies of information, records and documents reasonably requested relating to such matters. Any indemnification payment shall be treated for tax purposes as an adjustment to the applicable portion of the Consideration, to the extent permitted under applicable Law.

Indemnification Claims Procedures. Any (a) An Indemnified Party may make an indemnification claim for indemnifiable Losses pursuant to Section 9.2(a) that do not involve a Third-Party Claim by delivering a written certificate, to the Indemnifying Party (the “i) stating that an Indemnified Party”Party has paid, sustained, suffered or incurred (or in good faith reasonably anticipates that it will have to pay, sustain, suffer or incur) for indemnification pursuant to this Article VI shall be made by a written notice to the other Party (the “Indemnifying Party”) (and in the case of Section 6.01(a)indemnifiable Losses, (bii) or (c), prior to the applicable Survival Date), describing such claim specifying in reasonable detail, including detail the individual items and amounts of indemnifiable Losses (to the extent reasonably ascertainableknown), (iii) stating in reasonable detail the amount or estimated amount of Losses, facts and circumstances related to the such claim and the basis thereof and the provisions of this Agreement upon which such claim for indemnification is madetherefor, and including a copy (iv) nature of all materials and claims received with respect to such the misrepresentation, breach of warranty, covenant or claim (a “Claims NoticeClaim Certificate”); provided, however, that the Claim Certificate may be updated to reflect any change in circumstances from time to time by the Indemnified Party by delivering an updated or amended Claim Certificate, so long as such update or amendment only asserts bases for Losses or amends the amount of Losses reasonably related to the underlying facts and circumstances specifically set forth in such original Claim Certificate. In The Claim Certificate shall be delivered by the event an Indemnified Party reasonably promptly after such Indemnified Party becomes aware of the existence of a claim made by any third party against the Indemnified Party (a “Third Party Claim”), which the Indemnified Party reasonably believes could result in a claim for indemnification pursuant to Section 6.01 or Section 6.02, as applicable, the Indemnified Party shall promptly notify the Indemnifying Party of such claim in a Claims Noticeclaim; provided, however, that no failure or delay on the part of an Indemnified Party in the serving of such notice delivering a Claim Certificate shall in any way relieve the Indemnifying Party from any of its indemnification obligations except under this Article IX unless (and then only to the extent that) the Indemnifying Party shall have been actually is prejudiced as a result thereby in terms of such failure any defense or delay. Such Claims Notice shall also reasonably summarize, to the extent possible, (i) the basis for the claim for indemnification and any claim or liability being asserted by a third party, (ii) the representation and warranty or covenant or other agreement that is alleged to have been inaccurate or to have been breached and (iii) (to the extent reasonably ascertainable) the aggregate amount of the Losses for which a claim is being made under this Article VI. Following receipt of a Claims Notice with respect to a Third Party Claim, the Indemnifying Party may, at its option, assume the defense of the Third Party Claim and any litigation resulting therefrom with counsel selected by it, subject available to the Indemnifying Party undertaking, in a form reasonably acceptable to or the Indemnified Party, to indemnify the Indemnified Party and its Related Parties amount of Losses for any Losses arising therefrom (subject to Section 6.05 and the other provisions of this Article VI). In the event which the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such Third Party Claim; provided that if the named parties to the Third Party Claim or related litigation include both the Indemnifying Party and the Indemnified Party, and in the written opinion of the Indemnified Party’s outside counsel there exists a material conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnified Party may engage separate counsel and the Indemnifying Party shall pay the reasonable and documented fees and disbursements of such separate counsel (subject to consultation in relation to the choice of counsel with the Indemnifying Party) which shall be limited to one counsel to the Indemnified Party. Whether or not the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnifying Party shall not be is obligated to indemnify the Indemnified Party with respect to any settlement entered into or any judgment consented to without the Indemnifying Party’s prior written consent (not to be unreasonably withheld). The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity and in otherwise defending and resolving such matters, which assistance and cooperation shall include providing reasonable access to and copies of information, records and documents reasonably requested relating to such matters. Any indemnification payment shall be treated for tax purposes as an adjustment to the applicable portion of the Consideration, to the extent permitted under applicable LawParties.

Indemnification Claims Procedures. Any claim (a) Promptly following the receipt of notice by the iOwn Indemnitees of a Third Party (Claim which the “Indemnified Party”) for indemnification pursuant to this Article VI iOwn Indemnitees believe may result in a demand against the Escrow, iOwn shall be made by a written notice to notify the other Party (the “Indemnifying Party”) (and in the case Stockholder Agent of Section 6.01(a), (b) or (c), prior to the applicable Survival Date), describing such claim in reasonable detail, including (to the extent reasonably ascertainable) the amount or estimated amount of Losses, the basis thereof and accordance with the provisions of this Agreement upon which such claim for indemnification is made, and including a copy the Escrow Agreement. Promptly following the receipt by the Seller Indemnitees of all materials and claims received with respect to such claim (a “Claims Notice”). In the event an Indemnified Party becomes aware notice of a claim made by any third party against the Indemnified Party (a “Third Party Claim”), Claim which the Indemnified Party reasonably believes could Seller Indemnitees believe may result in a claim demand for indemnification pursuant to Section 6.01 or Section 6.02, as applicable7.4 hereof, the Indemnified Stockholder Agent shall notify iOwn of such claim. The party receiving the notice of the Third Party Claim shall promptly notify the Indemnifying Party other party hereto of such claim in a Claims Notice; provided, however, that no Third Party Claim. The failure or delay in the serving of to give such notice shall in any way not relieve the Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party shall have been actually is substantially prejudiced as a result of the failure to give such failure or delaynotice. Such Claims Notice shall also reasonably summarize, Within fifteen (15) business days after receipt of the notice by the Indemnifying Party pursuant to the extent possible, (i) the basis for the claim for indemnification and any claim or liability being asserted by a third party, (ii) the representation and warranty or covenant or other agreement that is alleged to have been inaccurate or to have been breached and (iii) (to the extent reasonably ascertainable) the aggregate amount of the Losses for which a claim is being made under this Article VI. Following receipt of a Claims Notice with respect to a Third Party Claimpreceding sentence, the Indemnifying Party may, at its option, assume the defense of the Third Party Claim and any litigation resulting therefrom with counsel selected by it, subject to the Indemnifying Party undertaking, in a form reasonably acceptable to the Indemnified Party, to indemnify shall notify the Indemnified Party and its Related Parties for any Losses arising therefrom (subject whether it elects to Section 6.05 and the other provisions of this Article VI). In the event the Indemnifying Party assumes control, the defense of the Third Party Claim, . If the Indemnified Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in elects to undertake the defense of such Third Party Claim; , it shall do so at its own expense with counsel of its own choosing and it shall acknowledge in writing without, qualification its indemnification obligations as provided that if in this Agreement to the named parties Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend the Third Party Claim or related litigation include both the Indemnifying fails to pursue such Third Party and the Indemnified Party, and in the written opinion of the Indemnified Party’s outside counsel there exists a material conflict of interest between the Indemnified Party and the Indemnifying PartyClaim diligently, the Indemnified Party may engage separate counsel shall have the right to undertake, conduct and the Indemnifying Party shall pay the reasonable and documented fees and disbursements of such separate counsel (subject to consultation in relation to the choice of counsel with the Indemnifying Party) which shall be limited to one counsel to the Indemnified Party. Whether or not the Indemnifying Party has assumed control the defense of a such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any settlement entered into or any judgment consented to without the Indemnifying Party’s prior written consent (not to be unreasonably withheld)Claim through counsel of its own choosing. The Indemnified party that litigates or contests the Third Party Claim shall reasonably cooperate and assist keep the Indemnifying Party in determining the validity of any claim for indemnity and in otherwise defending and resolving such matters, which assistance and cooperation shall include providing reasonable access to and copies of information, records and documents reasonably requested relating to such matters. Any indemnification payment shall be treated for tax purposes as an adjustment to the applicable portion other party fully advised of the Consideration, to the extent permitted under applicable Lawprogress and disposition of such claim.

Indemnification Claims Procedures. Any claim (a) Promptly following the receipt of notice by a Party (the “Indemnified Party”) for indemnification pursuant to this Article VI shall be made by a written notice to the other Party (the “Indemnifying Party”) (and in the case of Section 6.01(a), (b) or (c), prior to the applicable Survival Date), describing such claim in reasonable detail, including (to the extent reasonably ascertainable) the amount or estimated amount of Losses, the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made, and including a copy of all materials and claims received with respect to such claim (a “Claims Notice”). In the event an Indemnified Party becomes aware of a claim made by any third party against the Indemnified Party (a “Third Party Claim”), Claim which the Indemnified Party reasonably believes could may result in a claim for indemnification pursuant to Section 6.01 demand against the Escrow or Section 6.02the Reserved Shares, as applicablethe case may be, the Indemnified Party shall promptly notify the Indemnifying Party (which may be the Seller Stockholder Agent, in the case of notification to the Seller Indemnitees) of such claim in a Claims Notice; provided, however, that no accordance with the provisions of the Escrow Agreement. The party receiving the notice of the Third Party Claim shall notify the other party hereto of such Third Party Claim. The failure or delay in the serving of to give such notice shall in any way not relieve the Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party shall have been actually is substantially prejudiced as a result of the failure to give such failure or delaynotice. Such Claims Notice shall also reasonably summarize, Within fifteen (15) business days after receipt of the notice by the Indemnifying Party pursuant to the extent possible, (i) the basis for the claim for indemnification and any claim or liability being asserted by a third party, (ii) the representation and warranty or covenant or other agreement that is alleged to have been inaccurate or to have been breached and (iii) (to the extent reasonably ascertainable) the aggregate amount of the Losses for which a claim is being made under this Article VI. Following receipt of a Claims Notice with respect to a Third Party Claimpreceding sentence, the Indemnifying Party may, at its option, assume shall notify the Indemnified Party whether it elects to control the defense of the Third Party Claim and any litigation resulting therefrom with counsel selected by it, subject to the Indemnifying Party undertakingwhether it believes, in a form reasonably acceptable good faith, that it has justifiable cause to the Indemnified Party, contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein (and its Related Parties for any Losses arising therefrom (subject to Section 6.05 and if so, the other provisions of this Article VIjustification therefor). In the event If the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in elects to undertake the defense of such Third Party Claim; provided that if , it shall do so at its own expense with counsel of its own choosing, without prejudice to the named parties right of the Indemnifying Party thereafter to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein. If the Indemnifying Party elects not to defend the Third Party Claim or related litigation include both the Indemnifying fails to pursue such Third Party and the Indemnified PartyClaim diligently, and in the written opinion of the Indemnified Party’s outside counsel there exists a material conflict of interest between the Indemnified Party shall have the right to undertake, conduct and control the Indemnifying Partydefense of such Third Party Claim through counsel of its own choosing. If the Indemnified Party elects to undertake and control the defense in accordance with this Section 9.07, the Indemnified Party may engage separate counsel and defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate. In any action by the Indemnified Party seeking indemnification from the Indemnifying Party shall pay the reasonable and documented fees and disbursements of such separate counsel (subject to consultation in relation to the choice of counsel accordance with the Indemnifying Party) which shall be limited to one counsel to the Indemnified Party. Whether or not the Indemnifying Party has assumed the defense provisions of a Third Party Claimthis Section 9.07(a), the Indemnifying Party shall not be obligated entitled to indemnify question the manner in which the Indemnified Party with respect to defended such claim or litigation or the amount of or nature of any settlement entered into or any judgment consented to without such settlement. Notwithstanding the Indemnifying Party’s prior written consent (not to be unreasonably withheld). The Indemnified Party shall reasonably cooperate and assist foregoing, the Indemnifying Party in determining shall not forfeit its right to contest its obligation to indemnify hereunder by not defending the validity of any claim for indemnity and in otherwise defending and resolving such matters, which assistance and cooperation shall include providing reasonable access to and copies of information, records and documents reasonably requested relating party who may be entitled to such mattersindemnification. Any indemnification payment The party that litigates or contests the Third Party Claim shall be treated for tax purposes as an adjustment to keep the applicable portion other party fully advised of the Consideration, to the extent permitted under applicable Lawprogress and disposition of such claim.

Indemnification Claims Procedures. Any (a) With respect to Section 8.2(a) or Section 8.2(b), an Indemnified Party may make an indemnification claim by a Party (the “Indemnified Party”) for indemnification pursuant to this Article VI shall be made Section 8.2(a) or Section 8.2(b), as applicable, by delivering a written notice to the other Party certificate (the a “Indemnifying PartyClaim Certificate”) (and i) in the case of Section 6.01(aa Parent Indemnifiable Matter, to the Representative, with a copy to the Escrow Agent (if and to the extent that the Parent Indemnified Party is seeking recourse against the Indemnity Escrow Fund), and/or to one or more Company Stockholders (if and to the extent that the Parent Indemnified Party is seeking recourse directly against any such Company Stockholder), (bA) stating that a Parent Indemnified Party has (x) paid, suffered, incurred or sustained Losses, (c), prior to the applicable Survival Date), describing such claim y) recorded an accrual in reasonable detail, including (to the extent reasonably ascertainable) the amount of the Losses in its financial statements in accordance with GAAP included in a report filed with the SEC or estimated amount of Lossesreasonably expected to be included in the next subsequent quarterly report on Form 10-Q (or, if accrued during the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made, and including a copy of all materials and claims received with respect to such claim (a “Claims Notice”). In the event an Indemnified Party becomes aware last three months of a claim made by any third party against fiscal year, an annual report on Form 10-K) to be filed with the Indemnified Party (a “Third Party Claim”), which the Indemnified Party reasonably believes could result in a claim for indemnification pursuant to Section 6.01 or Section 6.02, as applicable, the Indemnified Party shall promptly notify the Indemnifying Party of such claim in a Claims NoticeSEC; provided, however, that no failure or delay in the serving of if such notice shall in any way relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party shall have been actually prejudiced accrual is subsequently reversed, whether as a result of the subsequent review or audit of such failure financial statements or delay. Such Claims Notice in financial statements for or as of a subsequent period or date, the Claim Certificate or Claim shall also reasonably summarize, be deemed to the extent possible, (i) the basis for the claim be withdrawn and no Claim for indemnification and any claim or liability being asserted by a third party, (ii) the representation and warranty or covenant or other agreement that is alleged shall be entitled to have been inaccurate or to have been breached and (iii) (to the extent reasonably ascertainable) the aggregate amount of the Losses for which a claim is being be made under this Article VI. Following receipt of a Claims Notice with respect to a Third Party Claim, such matter unless the Indemnifying Party may, at its option, assume the defense of the Third Party period during which such Claim and any litigation resulting therefrom with counsel selected by it, subject can be made pursuant to the Indemnifying Party undertaking, in a form reasonably acceptable to the Indemnified Party, to indemnify the Indemnified Party and its Related Parties for any Losses arising therefrom (subject to Section 6.05 and the other provisions of this Article VI). In the event the Indemnifying Party assumes the defense of the Third Party ClaimVIII shall not otherwise have lapsed, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate or (z) in the defense of such Third Party Claim; provided that if the named parties to the Third Party Claim or related litigation include both the Indemnifying Party and the Indemnified Party, and in the written opinion of the Indemnified Party’s outside counsel there exists a material conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnified Party may engage separate counsel and the Indemnifying Party shall pay the reasonable and documented fees and disbursements of such separate counsel (subject to consultation in relation to the choice of counsel with the Indemnifying Party) which shall be limited to one counsel to the Indemnified Party. Whether or not the Indemnifying Party has assumed the defense case of a Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the that it reasonably anticipates that such Parent Indemnified Party will have to pay, incur or sustain Losses, and (B) specifying in reasonable detail to the extent available the individual items of Losses included in the amount so stated, the date each such item was paid, suffered, incurred or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the inaccuracy, misrepresentation or breach of warranty or covenant to which such item is related, or (ii) in the case of a Company Indemnifiable Matter, in which case the Representative shall be required to deliver such notice, to Parent, (A) stating that a Company Indemnified Party has (x) paid, suffered, incurred or sustained Losses, (y) recorded an accrual for Losses in the amount of the Losses in its financial statements in accordance with GAAP; provided, however that if such accrual is subsequently reversed, whether as a result of the subsequent review or audit of such financial statements or in financial statements for or as of a subsequent period or date, the Claim Certificate or Claim shall be deemed to be withdrawn and no Claim for indemnification shall be entitled to be made with respect to any settlement entered into such matter unless the period during which such Claim can be made pursuant to this Article VIII shall not otherwise have lapsed, or any judgment consented to without (z) in the Indemnifying Party’s prior written consent (not to be unreasonably withheld). The case of a Third Party Claim, that it reasonably anticipates that such Company Indemnified Party shall reasonably cooperate will have to pay, incur or sustain Losses, and assist the Indemnifying Party (B) specifying in determining the validity of any claim for indemnity and in otherwise defending and resolving such matters, which assistance and cooperation shall include providing reasonable access to and copies of information, records and documents reasonably requested relating to such matters. Any indemnification payment shall be treated for tax purposes as an adjustment to the applicable portion of the Consideration, detail to the extent permitted under applicable Lawavailable the individual items of Losses included in the amount so stated, the date each such item was paid, suffered, incurred or sustained, or the basis for such anticipated liability, and the nature of the breach of covenant to which such item is related.

Indemnification Claims Procedures. Any claim (a) Promptly following the receipt of notice by the Petopia Indemnitees of a Third Party (Claim which the “Indemnified Party”) for indemnification pursuant to this Article VI Petopia Indemnitees believe may result in a demand against the Escrow, Petopia shall be made by a written notice to notify the other Party (the “Indemnifying Party”) (and in the case Stockholders of Section 6.01(a), (b) or (c), prior to the applicable Survival Date), describing such claim in reasonable detail, including (to the extent reasonably ascertainable) the amount or estimated amount of Losses, the basis thereof and accordance with the provisions of this Agreement upon which such claim for indemnification is made, and including a copy the Escrow Agreement. Promptly following the receipt of all materials and claims received with respect to such claim (a “Claims Notice”). In notice by the event an Indemnified Party becomes aware Stockholder Indemnitees of a claim made by any third party against the Indemnified Party (a “Third Party Claim”), Claim which the Indemnified Party reasonably believes could Stockholder Indemnitees believe may result in a claim demand for indemnification pursuant to Section 6.01 or Section 6.02, as applicable7.4 hereof, the Indemnified Stockholders shall notify Petopia of such claim. The party receiving the notice of the Third Party Claim shall promptly notify the Indemnifying Party other party hereto of such claim in a Claims Notice; provided, however, that no Third Party Claim. The failure or delay in the serving of to give such notice shall in any way not relieve the Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party shall have been actually is substantially prejudiced as a result of the failure to give such failure or delaynotice. Such Claims Notice shall also reasonably summarize, Within fifteen (15) business days after receipt of the notice by the Indemnifying Party pursuant to the extent possible, (i) the basis for the claim for indemnification and any claim or liability being asserted by a third party, (ii) the representation and warranty or covenant or other agreement that is alleged to have been inaccurate or to have been breached and (iii) (to the extent reasonably ascertainable) the aggregate amount of the Losses for which a claim is being made under this Article VI. Following receipt of a Claims Notice with respect to a Third Party Claimpreceding sentence, the Indemnifying Party may, at its option, assume the defense of the Third Party Claim and any litigation resulting therefrom with counsel selected by it, subject to the Indemnifying Party undertaking, in a form reasonably acceptable to the Indemnified Party, to indemnify shall notify the Indemnified Party and its Related Parties for any Losses arising therefrom (subject whether it elects to Section 6.05 and the other provisions of this Article VI). In the event the Indemnifying Party assumes control the defense of the Third Party Claim, . If the Indemnified Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in elects to undertake the defense of such Third Party Claim; , it shall do so at its own expense with counsel of its own choosing and it shall acknowledge in writing without qualification its indemnification obligations as provided that if in this Agreement to the named parties Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend the Third Party Claim or related litigation include both the Indemnifying fails to pursue such Third Party and the Indemnified Party, and in the written opinion of the Indemnified Party’s outside counsel there exists a material conflict of interest between the Indemnified Party and the Indemnifying PartyClaim diligently, the Indemnified Party may engage separate counsel shall have the right to undertake, conduct and the Indemnifying Party shall pay the reasonable and documented fees and disbursements of such separate counsel (subject to consultation in relation to the choice of counsel with the Indemnifying Party) which shall be limited to one counsel to the Indemnified Party. Whether or not the Indemnifying Party has assumed control the defense of a such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify Claim through counsel of its own choosing; provided that where the Indemnified Party with respect to is the Company, Petopia shall reimburse the Company for any settlement entered into expenses arising out of such defense in cash or any judgment consented to without the Indemnifying Party’s prior written consent (not to be unreasonably withheld)Petopia Series E Preferred Stock. The Indemnified party that litigates or contests the Third Party Claim shall reasonably cooperate and assist keep the Indemnifying Party in determining the validity of any claim for indemnity and in otherwise defending and resolving such matters, which assistance and cooperation shall include providing reasonable access to and copies of information, records and documents reasonably requested relating to such matters. Any indemnification payment shall be treated for tax purposes as an adjustment to the applicable portion other party fully advised of the Consideration, to the extent permitted under applicable Lawprogress and disposition of such claim.

Indemnification Claims Procedures. Any claim (a) Promptly following the receipt of notice by the Xxxxxx Indemnitees of a Third Party (Claim which the “Indemnified Party”) Xxxxxx Indemnitees believe may result in a demand for indemnification pursuant to this Article VI VII, Xxxxxx shall be made notify Seller and Parent of such claim. Promptly following the receipt by a written Seller Indemnitee of notice to the other of a Third Party (the “Indemnifying Party”) (and in the case of Section 6.01(a), (b) or (c), prior to the applicable Survival Date), describing such claim in reasonable detail, including (to the extent reasonably ascertainable) the amount or estimated amount of Losses, the basis thereof and the provisions of this Agreement upon Claim which such claim for indemnification is made, and including a copy of all materials and claims received with respect to such claim (a “Claims Notice”). In the event an Indemnified Party becomes aware of a claim made by any third party against the Indemnified Party (a “Third Party Claim”), which the Indemnified Party reasonably Seller Indemnitee believes could may result in a claim demand for indemnification pursuant to Section 6.01 or Section 6.02this Article VII, as applicable, the Indemnified Party such Seller Indemnitee shall promptly notify the Indemnifying Party Xxxxxx of such claim in a Claims Notice; provided, however, that no claim. The failure or delay in the serving of to give such notice shall in any way not relieve the Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party shall have been actually is substantially prejudiced as a result of the failure to give such failure or delaynotice. Such Claims Notice shall also reasonably summarize, Within fifteen (15) business days after receipt of the notice by the Indemnifying Party pursuant to the extent possible, (i) the basis for the claim for indemnification and any claim or liability being asserted by a third party, (ii) the representation and warranty or covenant or other agreement that is alleged to have been inaccurate or to have been breached and (iii) (to the extent reasonably ascertainable) the aggregate amount of the Losses for which a claim is being made under this Article VI. Following receipt of a Claims Notice with respect to a Third Party Claimpreceding sentence, the Indemnifying Party may, at its option, assume the defense of the Third Party Claim and any litigation resulting therefrom with counsel selected by it, subject to the Indemnifying Party undertaking, in a form reasonably acceptable to the Indemnified Party, to indemnify shall notify the Indemnified Party and its Related Parties for any Losses arising therefrom (subject whether it elects to Section 6.05 and the other provisions of this Article VI). In the event the Indemnifying Party assumes control the defense of the Third Party Claim, . If the Indemnified Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in elects to undertake the defense of such Third Party Claim; , it shall do so at its own expense with counsel of its own choosing and it shall acknowledge in writing without qualification its indemnification obligations as provided that if in this Agreement to the named parties Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend the Third Party Claim or related litigation include both the Indemnifying fails to pursue such Third Party and the Indemnified Party, and in the written opinion of the Indemnified Party’s outside counsel there exists a material conflict of interest between the Indemnified Party and the Indemnifying PartyClaim diligently, the Indemnified Party may engage separate shall have the right to undertake, conduct and control the defense of such Third Party Claim through counsel of its own choosing and the Indemnifying Party shall pay the reasonable and documented fees and disbursements of such separate counsel be entitled to participate in (subject to consultation in relation to the choice of counsel with the Indemnifying Partybut not control) which shall be limited to one counsel to the Indemnified Party. Whether or not the Indemnifying Party has assumed the defense of a such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any settlement entered into or any judgment consented to without the Indemnifying Party’s prior written consent (not to be unreasonably withheld)its counsel and at its expense. The Indemnified party that litigates or contests the Third Party Claim shall reasonably cooperate and assist keep the Indemnifying Party in determining the validity of any claim for indemnity and in otherwise defending and resolving such matters, which assistance and cooperation shall include providing reasonable access to and copies of information, records and documents reasonably requested relating to such matters. Any indemnification payment shall be treated for tax purposes as an adjustment to the applicable portion other party fully advised of the Consideration, to the extent permitted under applicable Lawprogress and disposition of such claim.