Common use of Claims Between the Parties Clause in Contracts

Claims Between the Parties. Upon receipt of any request for -------------------------- indemnification with respect to a claim by Indemnitee directly against Indemnitor (rather than to a claim for indemnification with respect to a claim brought against Indemnitee by a third party), Indemnitor shall, within 30 days of the mailing of Indemnitee's notice setting forth such request for indemnification, either (a) agree in writing to such indemnification request, or (b) if Indemnitor believes in good faith that it is not obligated to indemnify Indemnitee with respect to such claim, provide Indemnitee with written notice setting forth the basis for such objection in reasonable detail. If Indemnitor fails to respond to Indemnitee's written request within such 30-day period, Indemnitee's right to indemnification, as set forth in Indemnitee's notice to Indemnitor, shall be deemed agreed to by Indemnitor. If Indemnitor timely objects to Indemnitee's request for indemnification, Indemnitor and Indemnitee shall meet and confer and attempt to resolve such dispute through good faith negotiations. If they are unable to resolve such dispute within 20 days (or such longer period as Indemnitor and Indemnitee may agree) of delivery of Indemnitor's written objection, such dispute shall be settled by binding arbitration before a single arbitrator in (i) the County of ▇▇▇▇▇▇, State of Texas, if Purchaser (or a Purchaser Representative) is Indemnitee, and (ii) Orange County, California, if Seller or a Shareholder (or a Shareholder Representative) is Indemnitee. Such proceedings shall be conducted by the American Arbitration Association pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims Between the Parties. Upon receipt of any request for -------------------------- indemnification with respect to a claim by Indemnitee directly against Indemnitor (rather than to a claim for indemnification with respect to a claim brought against Indemnitee by a third party), Indemnitor shall, within 30 days of the mailing of Indemnitee's notice setting forth such request for indemnification, either (a) agree in writing to such indemnification request, or (b) if Indemnitor believes in good faith that it is not obligated to indemnify Indemnitee with respect to such claim, provide Indemnitee with written notice setting forth the basis for such objection in reasonable detail. If Indemnitor fails to respond to Indemnitee's written request within such 30-day period, Indemnitee's right to indemnification, as set forth in Indemnitee's notice to Indemnitor, shall be deemed agreed to by Indemnitor. If Indemnitor timely objects to Indemnitee's request for indemnification, Indemnitor and Indemnitee shall meet and confer and attempt to resolve such dispute through good faith negotiations. If they are unable to resolve such dispute within 20 days (or such longer period as Indemnitor and Indemnitee may agree) of delivery of Indemnitor's written objection, such dispute shall be settled by binding arbitration before a single arbitrator in (i) the County of ▇▇▇▇▇▇Mecklenburg, State of TexasNorth Carolina, if Purchaser DPRC (or a Purchaser DPRC Representative) is Indemnitee, and (ii) Orange County, California, if Seller or a Controlling Shareholder (or a Controlling Shareholder Representative) is Indemnitee. Such proceedings shall be conducted by the American Arbitration Association pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.