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 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 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 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.

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 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.