Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party (in this context, an "Indemnitee") become aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII, the Indemnitee shall give notice thereof in the manner provided in Section 8.03 of this Agreement (the "Claims Notice") to the party (in this context, the "Indemnitor"). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(s) made by Indemnitee.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party party entitled to indemnification (in this context, an "“Indemnitee"”) become becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII11, the such Indemnitee shall give notice thereof in the manner provided in this Section 8.03 of this Agreement 11.4 (the "“Claims Notice"”) to the each indemnifying party (in this contexteach, the "an “Indemnitor"”). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Failure Subject to Section 11.1, failure of Indemnitee to promptly give notice hereunder shall not affect any rights to indemnification hereunder, except to the extent that an Indemnitor demonstrates actual material damage caused by such failure. Upon an Indemnitor's ’s request, Indemnitee shall provide each Indemnitor with reasonable access to all books and records relating to the Asserted Liability, and to all employees or other persons who are knowledgeable about such reasonable documentation as Asserted Liability, in order to allow each Indemnitor shall request pertaining to any claim(s) audit the status of such Asserted Liability and the payments that have been, or will be, made by Indemniteewith respect thereto.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party (in this context, an "Indemnitee") become any party hereto becomes aware of any fact, condition or event that may give rise to Losses for which indemnification idemnification may be sought under this Article VIISection 9, the Indemnitee party entitled to indemnification shall give notice thereof in the manner provided in Section 8.03 10.2 of this Agreement (the "Claims Notice") to the other party (in this context, the "Indemnitor"). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") against Indemniteeindemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemniteeindemnitee. Failure of Indemnitee indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's request, Indemnitee indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any general claim(s) made by Indemniteeindemnitee.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party (in this context, an "Indemnitee") become any Seller becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII8, the Indemnitee party entitled to indemnification ("Indemnitee") shall give notice thereof in the manner provided in this Section 8.03 8.2 of this Agreement (the "Claims Notice") to the other party (in this context, the "Indemnitor"). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(sGeneral Claim(s) made by Indemnitee.

Notice of Asserted Liability. The party making a claim under this Article 10 is referred to as the “Indemnitee,” and the party against whom such claims are asserted under this Article 10 is referred to as the “Indemnifying Party.” All claims by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly after a Buyer Indemnified Party or Company Indemnified Party (in this context, receipt by an "Indemnitee") become aware Indemnitee of notice of any factdemand, condition claim or event that may circumstance which, with the lapse of time, would or might give rise to Losses for which indemnification may be sought under this Article VII, the Indemnitee shall give notice thereof in the manner provided in Section 8.03 of this Agreement (the "Claims Notice") to the party (in this context, the "Indemnitor"). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) against Indemniteethat may result in a Loss, the Indemnitee shall give notice thereof (the “Claims Notice”) to the Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (as alleged or estimated, if necessarynecessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnitee. Failure No failure or delay by the Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify and hold the Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunderharmless, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's requestfailure or delay shall have adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining is entitled to any claim(s) made by Indemniteeindemnification hereunder.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company APD Indemnified Party (in this context, an "“Indemnitee"”) become aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII, the Indemnitee shall give notice thereof in the manner provided in Section 8.03 of this Agreement (the "“Claims Notice"”) to the party (in this context, the "“Indemnitor"”). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's ’s request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(s) made by Indemnitee.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party (in this context, an "Indemnitee") become the Sellers’ Agent becomes aware of any fact, condition or event that may give rise to Losses Damages for which indemnification may be sought under this Article VII5, the Indemnitee party entitled to indemnification (“Indemnitee”) shall give notice thereof in the manner provided in this Section 8.03 5.2 of this Agreement (the "“Claims Notice"”) to the other party (i.e. the Seller’s Agent, in this contextthe case of a claim under Section 5.1(a) hereof, of the "Buyer, in the case of a claim under Section 5.1(b) hereof) (the “Indemnitor"”). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses Damages that have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's ’s request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(s) made by Indemnitee.