Notice and Opportunity to Defend Third Party Claims. (a) Promptly after discovery or receipt by any Party (the “Indemnitee”) of notice of any demand, claim, or circumstance that would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding, or investigation (an “Asserted Liability”) that may result in an Indemnifiable Loss, the Indemnitee shall give written notice of any action, proceeding, or investigation (the “Claims Notice”) to the Party obligated to provide indemnification pursuant to Section 9.2 or Section 9.3 (the “Indemnitor”). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Indemnifiable Loss that has been or may be suffered by the Indemnitee.
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Samples: Annotated Model Tennessee Asset Purchase Agreement, Asset Purchase Agreement, Annotated Model Tennessee Asset Purchase Agreement
Notice and Opportunity to Defend Third Party Claims. (a) Promptly after discovery or receipt by any Party party hereto (the “"Indemnitee”") of ---------- notice of any demand, claim, circumstance or circumstance that Tax Audit which would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding, proceeding or investigation (an “"Asserted -------- Liability”") that may result in an Indemnifiable a Loss, the Indemnitee shall give written --------- prompt notice of any action, proceeding, or investigation thereof (the “"Claims Notice”") to the Party party or parties ------------- obligated to provide indemnification pursuant to Section 9.2 7.2 or Section 9.3 7.3 (the “Indemnitor”"Indemnifying Party"). The Claims Notice shall describe the ------------------ Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Indemnifiable Loss that has been or may be suffered by the Indemnitee.
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Samples: Stock Purchase Agreement (Paramount Financial Corp)
Notice and Opportunity to Defend Third Party Claims. (a) Promptly ------------------------------------------------------ after discovery or receipt by any Party party hereto (the “"Indemnitee”") of notice of any demand, claim, claim or circumstance that which would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding, proceeding or investigation (an “"Asserted Liability”") that may result in an Indemnifiable a Loss, the Indemnitee shall give written prompt notice of any action, proceeding, or investigation thereof (the “"Claims Notice”") to the Party party or parties obligated to provide indemnification pursuant to Section 9.2 Sections 12.02 or Section 9.3 12.03 (collectively, the “Indemnitor”"Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Indemnifiable Loss that has been or may be suffered by the Indemnitee.
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Notice and Opportunity to Defend Third Party Claims. (a) Promptly after discovery or receipt by any Party party hereto (the “Indemnitee”) of notice of any demand, claim, circumstance or circumstance that Tax audit which would or might give rise to a claim by, or the commencement (or threatened commencement) of any action, proceeding, proceeding or investigation by a third party, that may result in a Loss (an “Asserted Liability”) that may result in an Indemnifiable Lossto which such person is entitled to indemnification hereunder, the Indemnitee shall give written notice of any action, proceeding, or investigation thereof (the “Claims Notice”) to the Party party or parties obligated to provide indemnification pursuant to Section 9.2 Sections 6.2 or Section 9.3 6.3 (collectively, the “IndemnitorIndemnifying Party”). The Claims Notice shall describe the third party and the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Indemnifiable Loss that has been or may be suffered by the Indemnitee.
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Samples: Equity Purchase Agreement (Sanomedics International Holdings, Inc)
Notice and Opportunity to Defend Third Party Claims. (a) Promptly after discovery or receipt by any Party party hereto (the “"Indemnitee”") of notice of any demand, claim, claim or circumstance that which would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding, proceeding or investigation (an “"Asserted Liability”") that may result in an Indemnifiable Loss, the Indemnitee shall give written notice of any action, proceeding, or investigation thereof (the “"Claims Notice”") to the Party party obligated to provide indemnification pursuant to Section 9.2 11.2 or Section 9.3 11.3 hereof (the “Indemnitor”"Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Indemnifiable Loss that has been or may be suffered by the Indemnitee.. -45- 51
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