Common use of Non-Third Party Claim Clause in Contracts

Non-Third Party Claim. If the claim does not relate to a claim or the commencement of an action or proceeding by a Third Party, the Seller shall have sixty (60) days after receipt of the Claim Notice to object to the subject matter and the amount of the claim set forth in the Claim Notice by delivering written notice thereof to the Purchaser. If the Seller does not object within such sixty (60) day period, it shall be deemed to have conclusively agreed to indemnify the Purchaser for the matters set forth in the Claim Notice. If the Seller sends notice to the Purchaser objecting to the matters set forth in the Claim Notice, the Seller and the Purchaser shall use their best efforts to settle the claim. If the Seller and the Purchaser are unable to settle the claim, the matter shall be resolved in the manner set forth in Article 16 of this Agreement.