Common use of Indemnification Claims Under Purchase Agreement Clause in Contracts

Indemnification Claims Under Purchase Agreement. Each Member acknowledges and agrees that any claim for indemnification which the Company may have against the Seller pursuant to the Purchase Agreement shall be asserted in compliance with Section 5.6 of the Buyer’s Agreement. If any Member determines that a basis exists for the Company to assert a claim against the Seller, it shall deliver written notice thereof to the other Member specifying in reasonable detail the factual basis of such claim, stating the amount of losses (or if not known, a good faith estimate of the amount of losses) and the method of computation thereof, containing a reference to any and all provisions of the Purchase Agreement with respect to which indemnification could be sought and stating its good faith determination (and specifying in reasonable detail the factual basis for such determination) that such claim is an “Archstone Residual Claim” as such term is defined in the Buyers Agreement. Promptly following the delivery of such notice, the Members shall meet and confer to determine whether to Approve the making of such claim pursuant to the Purchase Agreement, subject to compliance with the terms of Section 5.6 of the Buyers Agreement.