Inter-Party Claims Clause Samples

Inter-Party Claims. In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Section 6, the applicable Indemnified Party shall notify the other Party from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim, that the Indemnified Party has accrued or reasonably anticipates that it will have to pay or accrue Damages, the amount of such Damages or reasonably anticipated Damages, and the specific representation, warranty or covenant on which such claim is based; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party actually shall have been prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party and its Affiliates shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party and its Affiliates which evidence or support such claim or the act, omission or occurrence giving rise to such claim. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to the terms of this Agreement, be resolved by arbitration in accordance with Section 7.17.

Inter-Party Claims. Any party seeking indemnification pursuant to this Section (the "Indemnified Party") shall promptly notify in writing the other party or parties from whom such indemnification is sought (the "Indemnifying Party") of the Indemnified Party’s assertion of such claim for indemnification, specifying the basis of such claim. The Indemnified Party shall upon reasonable written request give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon prior reasonable written notice during normal business hours, to interview any appropriate personnel of the Indemnified Party related thereto. Any disputes regarding inter-party claims that cannot be settled by the parties shall be submitted to arbitration pursuant to Section 10.6 of this Agreement.

Inter-Party Claims. In order for a Buyer Indemnified Party or a Seller Indemnified Party (each, an "Indemnified Party") to be entitled to any indemnification pursuant to this Section 14, the Indemnified Party shall, within 20 days after receiving actual notice of the facts or circumstances forming the basis of such claim, notify the other party or parties from whom such indemnification is sought (the "Indemnifying Party") in writing specifying in reasonable detail the basis of such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any fees and expenses incurred during the period in which the Indemnified Party failed to give such notice in accordance with this

Inter-Party Claims. If a Parent Indemnitee or Holder Indemnitee is entitled to seek any indemnification provided for under this Agreement (such party, the “Claiming Party”), such Claiming Party shall notify the other party or parties from whom such indemnification is sought (the “Defending Party”) in writing of such indemnification claim, setting forth, to the extent known, the basis of such claim and, if available, an estimate of the amount of Loss with respect to such claim; provided, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Defending Party is actually materially prejudiced as a result of such failure.

Inter-Party Claims. In order for a Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Article 7, the Indemnified Party will notify the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying the amount thereof (if known and quantifiable) and the basis of such claim; provided, however, that failure to give such notification will not affect the indemnification provided under this Agreement, except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure, or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which case, the Indemnifying Party’s obligations will only be reduced to the extent of such material increase). If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with the dispute resolutions terms of this Agreement.

Inter-Party Claims. Promptly (not to exceed 10 calendar days) after the discovery by the Indemnified Party of specific facts that are not covered by Section 7.05(a) and which the Indemnified Party reasonably believes will give rise to a claim for indemnification hereunder (whether for breach of a representation or warranty or otherwise) from the Indemnifying Party, the Indemnified Party shall give reasonable written notice to the Indemnifying Party; provided, however, that any failure by the Indemnified Party timely to give notice pursuant to this Section 7.05(b) shall not preclude a claim by the Indemnified Party for indemnification hereunder, but shall give rise to a claim by the Indemnifying Party against the Indemnified Party for direct damages directly incurred by the Indemnifying Party as a result of such failure.

Inter-Party Claims. Any Party seeking indemnification pursuant to this Section 12 (the “Indemnified Party”) shall notify the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) of the Indemnified Party’s assertion of such claim for indemnification, specifying the basis of such claim. The Indemnified Party shall thereupon give the Indemnifying Party reasonable access to the documents that evidence or support such claim or the act, omission or occurrence giving rise to such claim.

Inter-Party Claims. With respect to any indemnification sought pursuant to this Article IX by a Purchaser Indemnified Party that does not involve a Third Party Claim (a “Direct Claim”), the Purchaser Indemnified Party shall provide written notice thereof to Seller (an “Indemnity Notice”) within five (5) days of becoming aware of such Direct Claim. The Indemnity Notice shall describe in reasonable detail (based on information then available to the Purchaser Indemnified Party) the nature of the Direct Claim, the Purchaser Indemnified Party’s reasonable estimate of the amount of Losses attributable to such claim and the basis of the Purchaser Indemnified Party’s request for indemnification under this Article IX. If Seller notifies the Purchaser Indemnified Party within fifteen (15) days from its receipt of the Indemnity Notice that Seller disputes such Direct Claim (the “Dispute Notice”), such Direct Claim shall be resolved as provided in Section 10.7. If Seller does not timely deliver a Dispute Notice with respect to an Indemnity Notice, or delivers a Dispute Notice that does not object to all of the Losses set forth in the Indemnity Notice, Seller shall be deemed to have accepted and agreed with all or such unobjected-to portion of the Direct Claim and shall be conclusively deemed to have consented to the recovery by the Purchaser Indemnified Party of all or such unobjected-to portion of the Losses specified in the Indemnity Notice, and the Purchaser Indemnified Party (or any designee thereof) shall be paid all or such unobjected-to portion of the claim in accordance with Section 9.5.

Inter-Party Claims. Any Person seeking indemnification pursuant to this Article 6 (the "Indemnified Party") shall promptly notify the other Person(s) from whom such indemnification is sought (the "Indemnifying Party") of the Indemnified Party's assertion of such claim for indemnification, but failure to give such notice within any particular time period shall not adversely affect the Indemnified Party's rights to indemnification except to the extent that the Indemnifying Party can show that the failure to give such notice on a timely basis materially and adversely affected the Indemnifying Party's ability to defend the claim or materially impeded the Indemnifying Party's ability to mitigate the claim. Each such notice shall specify in reasonable detail, to the extent known at the time of the notification, the nature of the Damages that may result from such claim and the basis for the claim.