Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. Promptly after receipt by any party entitled to indemnification hereunder (the "Indemnitee") from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other party obligated to provide indemnification pursuant to Section 9.2, 9.3 or 9.4 (an "Indemnifying Party"); provided, however, that a failure to give such notice shall not prejudice the Indemnitee's right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and 56 63 shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Indemnitee.

Notice of Asserted Liability. Promptly after receipt by any party entitled to indemnification hereunder indemnified person (the "Indemnitee") from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to may result in a Loss, the Indemnitee shall give prompt written notice thereof (the "Claims Notice") to any other party (or parties) obligated to provide indemnification pursuant to Section 9.2, 9.3 or 9.4 8.2.2 (an the "Indemnifying Party"); provided, however, that a the failure to give the Claims Notice promptly by the Indemnitee shall not obviate the right to indemnity unless the delay in giving such notice shall not prejudice the Indemnitee's right to indemnification hereunder except to the extent that adversely affect the Indemnifying Party is actually prejudiced therebyParty. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstancesdetail, and 56 63 shall, to the extent practicable under the circumstances, shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Indemnitee.

Notice of Asserted Liability. Promptly after receipt by any either party entitled to indemnification hereunder hereto (the "IndemniteeIndemnified Party") from any third party of notice of any demand, claim demand or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation or any other matter that may result in a claim for indemnification under Section 13.1 or 13.2 (an "Asserted Liability") that could reasonably be expected to result in a Loss), the Indemnitee Indemnified Party shall give written notice thereof (the "Claims Claim Notice") to any other the party obligated to provide indemnification pursuant to Section 9.2, 9.3 13.1 or 9.4 13.2 (an the "Indemnifying Party"); provided, however, that a failure to give such notice shall not prejudice the Indemnitee's right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstancesdetail, and 56 63 shallshall indicate, to among other matters, the extent practicable under party or parties asserting the circumstancesclaim, indicate the facts and circumstances surrounding the claim and the amount (estimated, if necessary) of the Loss loss or damage that has been or may be suffered by the IndemniteeIndemnified Party. Subject to Section 13.4 hereof, any failure on the part of the Indemnified Party to provide such Claims Notice, or any delay in providing such Notice, shall not adversely affect the Indemnified Party's right to indemnification hereunder, or release the Indemnifying Party from the obligation to provide such indemnification, except to the extent that the ability of the Indemnifying Party to effectively defend against the Asserted Liability has actually been prejudiced thereby.

Notice of Asserted Liability. Promptly after receipt from any third party by any either party entitled to indemnification hereunder hereto (the "Indemnitee") from any third party of a notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to may result in a LossLoss for which indemnification may be sought hereunder, the Indemnitee shall give written notice thereof (the "Claims Notice") to any other the party obligated to provide indemnification pursuant to Section 9.2, 9.3 8.2 or 9.4 8.3 (an the "Indemnifying Party"); , provided, however, that a failure to give such notice shall not prejudice the Indemnitee's right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstancesdetail, and 56 63 shall, to the extent practicable under the circumstances, shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Indemnitee.

Notice of Asserted Liability. Promptly and in any case within seven (7) days after receipt by any party entitled to indemnification hereunder hereto (the "Indemnitee") from any third party of notice of any demand, claim or circumstance circumstances that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation by a third party (an "Asserted Liability") that could reasonably be expected to may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other party or parties obligated to provide indemnification pursuant to Section 9.2, 9.3 Sections 6.2 or 9.4 6.3 hereof (an the "Indemnifying Party"); provided, however, that a provided the failure of any Indemnitee to give such timely notice of a third party claim shall not prejudice affect the Indemnitee's right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced therebydemonstrates actual damages cause by such failure. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstancesdetail, and 56 63 shall, to the extent practicable under the circumstances, shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Indemnitee.

Notice of Asserted Liability. Promptly after receipt by any party entitled to indemnification hereunder SPEED Indemnified Party or KDTI Indemnified Party (the "Indemnitee") from any third party of notice of any demand, claim or circumstance thatwhich, immediately or with the lapse of time, would reasonably be expected to or might give rise to a claim Claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to may result in a Lossany Claim, the Indemnitee shall promptly give notice thereof (the "Claims Notice") to any other the party obligated to provide indemnification pursuant to Section 9.2, 9.2 or 9.3 or 9.4 (an the "Indemnifying Party"); provided, however, that a failure to give such notice shall not prejudice the Indemnitee's right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstancesdetail, shall contain supporting documentation (if applicable), and 56 63 shall, to the extent practicable under the circumstances, shall indicate the amount (estimated, if necessarynecessary and to the extent feasible) of the Loss Claims that has have been or may be suffered by the Indemnitee. No indemnification obligation shall be imposed upon an Indemnifying Party unless a proper Claims Notice is given to that Indemnifying Party on or before the last day of the survival period for the representation, warranty, or covenant, the alleged breach of which forms the basis for the Claim.

Notice of Asserted Liability. Promptly after receipt by any party entitled to indemnification hereunder hereto (the "IndemniteeINDEMNITEE") from any third party of notice of any demand, claim or circumstance thatcircumstances which, immediately or with the lapse of time, would reasonably be expected to or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted LiabilityASSERTED LIABILITY") that could reasonably be expected to may result in a Loss, the Indemnitee shall give notice thereof (the "Claims NoticeCLAIMS NOTICE") to any other party (or parties) obligated to provide indemnification pursuant to Section 9.2, 9.3 9.1 or 9.4 9.2 (an the "Indemnifying PartyINDEMNIFYING PARTY"); , provided, however, that a the failure to give such notice so notify the Indemnifying Party shall not prejudice reduce or affect the IndemniteeIndemnifying Party's right to indemnification hereunder obligations with respect thereto except to the extent that the Indemnifying Party is actually materially prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstancesdetail, and 56 63 shall, to the extent practicable under the circumstances, shall indicate the amount (estimated, if necessarynecessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.