Common use of Direct Claim Procedure Clause in Contracts

Direct Claim Procedure. In the event a Glencore Indemnitee has a claim (a "Direct Claim") for indemnity under this Article 9 that does not involve a Third Party Proceeding, the Glencore Indemnitee agrees to give prompt notice in writing of such claim to the Company. Such notice shall set forth in reasonable detail such claim and the basis for indemnification. The failure to so notify the Company shall not relieve the Company of its obligations hereunder, except to the extent such failure prejudices the Company. If the Company agrees with such claim the Company will notify the Glencore Indemnitee within 45 days following the receipt of a notice with respect to any such claim and such Losses shall be conclusively deemed a liability of the Company and the Company shall promptly pay to the Glencore Indemnitee any and all Losses arising out of such claim. If the Company has disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Section 10.13.