Common use of Inter-Party Claims Clause in Contracts

Inter-Party Claims. (a) In order for a Parent Indemnitee or Securityholder Indemnitee to be entitled to seek any indemnification provided for under this Agreement (such party, the “Claiming Party”), such Claiming Party must notify the other party or parties from whom such indemnification is sought (the “Defending Party”), in writing promptly after the Claiming Party becomes aware of the occurrence of the event giving rise to such Claiming Party’s claim for indemnification, specifying in reasonable detail the basis and, if available, the amount of Loss with respect to, such claim (each, a “Demand”); provided, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Defending Party is materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure.

Inter-Party Claims. (a) In a)In order for a Parent Indemnitee or Securityholder Equityholder Indemnitee to be entitled to seek any indemnification provided for under this Agreement (such party, the “Claiming Party”), such Claiming Party must notify the other party or parties from whom such indemnification is sought (the “Defending Party”), and, during the Escrow Period, the Escrow Agent, in writing promptly after the Claiming Party becomes aware of the occurrence of the event giving rise to such Claiming Party’s claim for indemnification, specifying in reasonable detail the basis and, if available, the amount of Loss with respect to, such claim (each, a “Demand”); provided, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Defending Party is materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure.

Inter-Party Claims. (a) In order for a Parent Indemnitee Buyer Indemnified Party or Securityholder Indemnitee a Seller Indemnified Party (each, an "Indemnified Party") to be entitled to seek any indemnification provided for under pursuant to this Agreement (such partySection 13, the “Claiming Party”)Indemnified Party shall, within 30 days after receiving actual notice of the facts or circumstances forming the basis of such Claiming Party must claim, notify the other party or parties from whom such indemnification is sought (the “Defending "Indemnifying Party”), ") in writing promptly after the Claiming Party becomes aware of the occurrence of the event giving rise to such Claiming Party’s claim for indemnification, specifying in reasonable detail the basis and, if available, the amount of Loss with respect to, such claim (each, a “Demand”)claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Defending Indemnifying Party is shall have been actually and materially prejudiced as a result of such failure failure. The Indemnified Party shall thereupon give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which evidence or support such claim or the indemnification obligations are materially increased as a result of act, omission or occurrence giving rise to such failureclaim.