Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after any Seller Indemnitee or Buyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer Indemnitee, as the case may be (the "Indemnified Party"), shall give written notice thereof (a "Claim Notice") to the party from which indemnification is sought (the "Indemnifying Party"). The Claim Notice shall describe the claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The failure of any Indemnified Party to promptly give any Indemnifying Party a Claim Notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VII, except to the extent, and only to the extent, that such Indemnified Party's failure has actually prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after any a Seller Indemnitee Indemnified Party or Buyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer IndemniteePurchaser Indemnified Party, as the case may be be, becomes aware of any claim that it has under Section 9.1 that may result in a Loss (a “Liability Claim”), such Person (the "“Indemnified Party"), ”) shall give written notice thereof (a "Claim “Claims Notice"”) to the party from which indemnification hereto that is sought obligated to indemnify the Indemnified Party with respect to such claim (the "“Indemnifying Party"”). The Claim A Claims Notice shall describe the claim Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party. The No delay in or failure of any to give a Claims Notice by the Indemnified Party to promptly give any the Indemnifying Party a Claim Notice pursuant to this Section 9.2(a) shall not preclude such adversely affect any of the other rights or remedies which the Indemnified Party from obtaining indemnification has under this Article VIIAgreement, except or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent, and only to the extent, extent that such Indemnified Party's delay or failure has actually not materially prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after any a Seller Indemnitee Indemnified Party or Buyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer IndemniteePurchaser Indemnified Party, as the case may be be, becomes aware of any claim that it has under Section 11.1 that may result in a Loss (a “Liability Claim”), such Person (the "“Indemnified Party"), ”) shall give written notice thereof (a "Claim “Claims Notice"”) to the party from which indemnification hereto that is sought obligated to indemnify the Indemnified Party with respect to such claim (the "“Indemnifying Party"”). The Claim A Claims Notice shall describe the claim Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party. The No delay in or failure of any to give a Claims Notice by the Indemnified Party to promptly give any the Indemnifying Party a Claim Notice pursuant to this Section 11.2(a) shall not preclude such adversely affect any of the other rights or remedies which the Indemnified Party from obtaining indemnification has under this Article VIIAgreement, except or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent, and only to the extent, extent that such Indemnified Party's delay or failure has actually not materially prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. (a) As soon All claims under this Article 11 by any party entitled to indemnification under this Article 11 (an "Indemnitee") shall be asserted and resolved as is reasonably practicable follows: promptly after any Seller receipt by the Indemnitee or Buyer Indemnitee becomes aware of notice of any claimClaim or circumstances which, event or circumstance that has or might with the lapse of time, could reasonably be expected to give rise to a Claim or the commencement (or threatened commencement) of a Claim including any action, proceeding or investigation (an indemnification obligation on "Asserted Liability") that may result in a Loss, the part of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer Indemnitee, as the case may be shall give prompt notice thereof (the "Indemnified Party"), shall give written notice thereof (a "Claim Claims Notice") to the party from which whom the Indemnitee is seeking indemnification is sought under this Article 11 (the "Indemnifying Party"); provided, however that failure by Indemnitee to promptly give a Claims Notice shall not affect the Indemnitee's rights hereunder unless the ability of the Indemnifying Party to defend the subject Claim is prejudiced thereby. The Claim Claims Notice shall describe the claim Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified PartyIndemnitee. The failure of any Indemnified Party Anything herein to promptly give any the contrary notwithstanding, if the Indemnifying Party is a Claim Seller or all of the Sellers, the Claims Notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VII, except be given to the extent, and only to the extent, that such Indemnified Party's failure has actually prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunderSellers' Representative.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after any Seller Indemnitee the Seller, on the one hand, or Buyer Indemnitee becomes Buyer, on the other hand, become aware of any claim, event or circumstance claim that it has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 or 7.2 hereof9.1 that may result in a Covered Loss (a “Liability Claim”), such Seller Indemnitee or Buyer Indemnitee, as the case may be party (the "“Indemnified Party"), ”) shall give written notice thereof (a "Claim “Claims Notice"”) to the other party from which indemnification is sought (the "“Indemnifying Party"”). The Claim A Claims Notice shall describe the claim Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses Covered Loss that have has been or may be suffered by the Indemnified Party. The No delay in or failure of any to give a Claims Notice by the Indemnified Party to promptly give any the Indemnifying Party a Claim Notice pursuant to this Section 9.2(a) shall not preclude such adversely affect any of the other rights or remedies which the Indemnified Party from obtaining indemnification has under this Article VIIAgreement, except or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent, and only to the extent, extent that such Indemnified Party's delay or failure has actually not materially prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after any Seller Indemnitee Indemnitee, on the one hand, or Buyer Indemnitee Indemnitee, on the other hand, becomes aware of any claimclaim that it has under Section 9.1 that may result in a Covered Loss (a “Liability Claim”), event such party (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to Buyer or circumstance that has or might give rise to an indemnification obligation the Shareholder Representative (on the part behalf of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer IndemniteeShareholders), as the case may be (the "Indemnified Party"), shall give written notice thereof (a "Claim Notice") to the party from which indemnification is sought (the "“Indemnifying Party"”). The Claim A Claims Notice shall describe the claim Liability Claim in such reasonable detaildetail as is available, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses Covered Loss that have has been or may be suffered by the Indemnified Party. The No delay in or failure of any to give a Claims Notice by the Indemnified Party to promptly give any the Indemnifying Party a Claim Notice pursuant to this Section 9.2(a) shall not preclude such adversely affect any of the other rights or remedies which the Indemnified Party from obtaining indemnification has under this Article VIIAgreement, except or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent, and only to the extent, extent that such Indemnified Party's delay or failure has actually not materially prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after any a Seller Indemnitee Indemnified Party or Buyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer IndemniteeIndemnified Party, as the case may be be, becomes aware of any claim that it has under Section 8.1 that may result in a Loss (a “Liability Claim”), such Person (the "“Indemnified Party"), ”) shall give written notice thereof (a "Claim “Claims Notice"”) to the party from which indemnification hereto that is sought obligated to indemnify the Indemnified Party with respect to such claim (the "“Indemnifying Party"”). The Claim A Claims Notice shall describe the claim Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party. The No delay in or failure of any to give a Claims Notice by the Indemnified Party to promptly give any the Indemnifying Party a Claim Notice pursuant to this Section 8.2(a) shall not preclude such adversely affect any of the other rights or remedies which the Indemnified Party from obtaining indemnification has under this Article VIIAgreement, except or alter or relieve the Indemnifying Party of its obligation to indemnify the extent, and only to the extent, that such Indemnified Party's , unless such delay or failure has actually materially prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after any Seller Indemnitee or Buyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 8.1 or 7.2 8.2 hereof, such Seller Indemnitee or Buyer Indemnitee, as the case may be (the "Indemnified Party"), shall give written notice thereof (a "Claim Notice") to the party from which indemnification is sought (the "Indemnifying Party"). The Claim Notice shall describe the claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The failure of any Indemnified Party to promptly give any Indemnifying Party a Claim Notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIIVIII, except to the extent, and only to the extent, that such Indemnified Party's failure has actually prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. (a) As soon The party making a claim under this Article IX is referred to as the “Indemnitee,” and the party against whom such claims are asserted under this Article IX is reasonably practicable referred to as the “Indemnifying Party.” All Claims by any Indemnitee under this Article IX shall be asserted and resolved as follows: promptly after any Seller receipt by the Indemnitee or Buyer Indemnitee becomes aware of notice of any claim, event Claim or circumstance that has which, with or without notice and/or the lapse of time, would or might give rise to a Claim (by any Person including an indemnification obligation on Indemnitee) or the part commencement (or threatened commencement) of a Claim including any action, Proceeding or investigation (an “Asserted Liability”) that may result in a Loss, the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer Indemnitee, as the case may be (the "Indemnified Party"), shall give written notice thereof (a "Claim the “Claims Notice"”) to the party from which indemnification is sought (the "Indemnifying Party"). The Claim Claims Notice shall describe the claim Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified PartyIndemnitee. The In no event shall the failure of any Indemnified Party to promptly give any deliver a Claims Notice relieve the Indemnifying Party a Claim Notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIIof its obligations, except to the extent, and only to the extent, extent that such Indemnified Party's failure has actually prejudiced the Indemnifying Party's Party forfeits substantive rights or increased its liabilities and obligations hereunderdefenses as a result of any such failure.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after any a Seller Indemnitee Indemnified Party or Buyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer IndemniteePurchaser Indemnified Party, as the case may be be, becomes aware of any claim that it has under Section 9.1 that may result in Damages (a “Liability Claim”), such Person (the "“Indemnified Party"), ”) shall give written notice thereof (a "Claim “Claims Notice"”) to the party from which indemnification hereto that is sought obligated to indemnify the Indemnified Party with respect to such claim (the "“Indemnifying Party"”). The Claim A Claims Notice shall describe the claim Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses Damages that have been or may be suffered by the Indemnified Party. The No delay in or failure of any to give a Claims Notice by the Indemnified Party to promptly give any the Indemnifying Party a Claim Notice pursuant to this Section 9.2(a) shall not preclude such adversely affect any of the other rights or remedies which the Indemnified Party from obtaining indemnification has under this Article VIIAgreement, except or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent, and only to the extent, extent that such Indemnified Party's delay or failure has actually not materially prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.