Common use of Buyer's Notice Clause in Contracts

Buyer's Notice. If at any time after the Closing Buyer has reason to believe that it is entitled to indemnification under Section 9.02, or any claim or dispute exists that could, unless successfully defended, entitle Buyer to indemnification under Section 9.02, Buyer shall give notice to Seller of the facts entitling Buyer to indemnification or the nature of the claim or dispute. The Seller shall have the right to defend, settle or compromise any claim or dispute that would entitle Buyer to indemnification at the Seller's own expense to counsel of their choice which counsel shall be reasonably acceptable to Buyer. If the Seller refuses or fails promptly to defend or compromise any such claim or dispute, or in the event Seller's defense of such claim or dispute is not successful, or if Buyer is otherwise entitled to indemnification under Section 9.02, the Seller will promptly pay or reimburse Buyer in the full amount of any Damages which Buyer becomes obligated to pay or pays or suffers at any time as a result of any of the matters specified in Section 9.02.

Buyer's Notice. If at any time after the Closing Buyer has reason to believe that it is entitled to indemnification under Section 9.028.02, or any claim or dispute exists that could, unless successfully defended, entitle Buyer to indemnification under Section 9.028.02, Buyer shall give notice to Seller of the facts entitling Buyer to indemnification or the nature of the claim or dispute. The Seller shall have the right to defend, settle or compromise any third party claim or dispute that would entitle Buyer to indemnification at the Seller's own expense to using counsel of their choice which counsel shall be reasonably acceptable to Buyer. If the Seller refuses or fails promptly to defend or compromise any such claim or dispute, or in the event Seller's defense of such claim or dispute is not successful, or if Buyer is otherwise entitled to indemnification under Section 9.028.02, the Seller will promptly pay or reimburse Buyer in the full amount of any Damages which Buyer becomes obligated to pay or pays or suffers at any time as a result of any of the matters specified in Section 9.028.02.