Common use of Inter-Party Claims Clause in Contracts

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. With If a Regency Indemnitee or a Member Indemnitee intends to seek indemnification from Member or Regency, respectively, under this Article IX for a matter other than a Third Party Claim, the Person seeking indemnification shall deliver a Claim Notice to the Party from whom such indemnification is sought in writing within ten (10) Business Days of the indemnified Person’s becoming aware of the event giving rise to such indemnified Person’s claim for indemnification and that such event had or would result in Damages for which indemnity is available under this Agreement, specifying in reasonable detail the basis of such claim; provided, however, that failure to give such notification shall not affect the obligation of any Party to provide indemnification hereunder except to the extent the indemnifying Person shall have been actually prejudiced as a result of such failure. The indemnified Person shall thereupon give the indemnifying Person reasonable access to the books, records and properties of the indemnified Person which evidence or support such claim or the act, omission or occurrence giving rise to such claim, except to the extent such access to any item may cause the loss of the attorney-client privilege with respect to such item, and the right, upon prior notice during normal business hours, to interview any Representative of the indemnified Person related thereto. If the indemnifying Person disputes its liability 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 indemnifying Person and the basis indemnified Person shall proceed to negotiate a resolution 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”)dispute and, if not resolved through negotiations, such Direct Claim shall dispute shall, subject to the terms of this Agreement, be resolved as provided by litigation 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 appropriate court 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 9.5competent jurisdiction.