Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnified Party or Seller Indemnified Party under this Section 12.4 shall be asserted and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party of notice of any demand, claim or circumstances, which, with the lapse of time, are reasonably expected to give rise to a claim or the commencement (or the threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”), that may result in Losses which are subject to indemnification hereunder, the Indemnified Party or Seller Indemnified Party, as applicable, shall give written notice thereof (the “Claims Notice”) to the applicable Indemnifying Party or Buyer, as applicable. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, 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 or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide a Claims Notice with reasonable promptness shall not affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced thereby.

Notice of Asserted Liability. With respect The party making a claim under this ---------------------------- Article 12 is referred to third as the "Indemnitee," and the party claims, all against whom such ---------- claims for indemnification are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 Article 12 shall be asserted ----- and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim or the commencement (or the threatened commencement) of a claim including any action, proceeding or investigation (an “"Asserted Liability”), ") that ------------------ may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims ------ Notice”") to the applicable Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or Buyer, as applicableobligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide a Claims Notice with reasonable promptness shall not affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced therebyIndemnitee.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Promptly after a Buyer Indemnified Party or Seller Company Indemnified Party under (in this Section 12.4 shall be asserted and resolved as follows: promptly after discovery of or receipt by context, an Indemnified Party or a Seller Indemnified Party of notice “Indemnitee”) become aware of any demandfact, claim condition or circumstances, which, with the lapse of time, are reasonably expected to 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 the threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”), that may result in Losses which are subject to indemnification hereunder, the Indemnified Party or Seller Indemnified Party, as applicable, shall give written notice thereof (the “Claims Notice”) to the applicable Indemnifying Party or Buyer, as applicable. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possibleagainst Indemnitee, 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 or Seller Indemnified Party, as applicableIndemnitee. The failure Failure of an Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee to provide a Claims Notice with reasonable promptness promptly give notice hereunder shall not affect any rights to indemnification obligations hereunder hereunder, except to the extent that the applicable Indemnifying Party or BuyerIndemnitor demonstrates actual damage caused by such failure. Upon Indemnitor’s request, Indemnitee shall provide Indemnitor with such reasonable documentation as applicable, is actually and materially prejudiced therebyIndemnitor shall request pertaining to any claim(s) made by Indemnitee.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification Promptly after receipt by any Indemnified Party or Seller Indemnified Party under this Section 12.4 shall be asserted and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party party entitled to indemnification (the "Indemnitee") of notice of any demand, claim or circumstances, whichcircumstances that, with or without the lapse of time, are reasonably expected to would give rise to a claim or the commencement (or the threatened commencement) of any action, proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims Notice”") to any other party or parties obligated to provide indemnification pursuant to Sections 8.2 or 8.3 hereof (the applicable "Indemnifying Party or Buyer, as applicableParty"). The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, 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 Indemnitee. If the Indemnitee fails to give the Indemnifying Party or Seller Indemnified Party, as applicable. The failure timely and reasonable notice of an Indemnified Asserted Liability that might result in a Loss, such failure to so notify Indemnitee shall relieve the Indemnifying Party or Seller Indemnified Party, as applicable, from liability hereunder with respect to provide a Claims Notice with reasonable promptness shall not affect such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of any indemnification obligations hereunder except material rights and defenses otherwise available to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced therebywith respect to such Asserted Liability.

Notice of Asserted Liability. With respect Promptly after the party entitled to third party claims, all claims for indemnification by any Indemnified Party or Seller Indemnified Party under this Section 12.4 shall be asserted and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party of notice Indemnification ("Indemnitee") becomes aware of any demandfact, claim condition or circumstances, which, with the lapse of time, are reasonably expected to event that may give rise to Losses for which indemnification may be sought under this Article VIII, Indemnitee shall give notice thereof in the manner provided in this Section 8.4 (the "Claims Notice") to the indemnifying party ("Indemnitor"). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or the threatened commencement) of any action, proceeding or investigation (an “"Asserted Liability”), that may result in Losses which are subject to indemnification hereunder, the Indemnified Party or Seller Indemnified Party, as applicable, shall give written notice thereof (the “Claims Notice”") to the applicable Indemnifying Party or Buyer, as applicable. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possibleagainst Indemnitee, 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 or Seller Indemnified Party, as applicableIndemnitee. The failure Failure of an Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee to provide a Claims Notice with reasonable promptness promptly give notice hereunder shall not affect any the rights to indemnification obligations hereunder hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's request, Indemnitee shall provide Indemnitor with full and unrestricted access to all books and records relating to the applicable Indemnifying Party Asserted Liability, and to all employees or Buyerother persons who are knowledgeable about such Asserted Liability, as applicablein order to allow Indemnitor to audit the status of such Asserted Liability and the payments that have been, is actually and materially prejudiced therebyor will be, made with respect thereto.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification Promptly after receipt by any Indemnified Party or Seller Indemnified Party under this Section 12.4 shall be asserted and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party party entitled to indemnification (the "Indemnitee") of notice of any demand, claim or circumstances, whichcircumstances that, with or without the lapse of time, are reasonably expected to would give rise to a claim or the commencement (or the threatened commencement) of any action, proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims Notice”") to any other party or parties obligated to provide indemnification pursuant to Sections 8.2 or 8.3 hereof (the applicable "Indemnifying Party or Buyer, as applicableParty"). The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, 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 Indemnitee. If the Indemnitee fails to give the Indemnifying Party or Seller Indemnified Party, as applicable. The failure timely and reasonable notice of an Indemnified Asserted Liability that might result in a Loss, such failure to so notify Indemnitee shall relieve the Indemnifying Party or Seller Indemnified Party, as applicable, from liability hereunder with respect to provide a Claims Notice with reasonable promptness shall not affect such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of any indemnification obligations hereunder except material rights and defenses otherwise available to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced therebywith respect to such Asserted Liability.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any As soon as is reasonably practicable after a Buyer Indemnified Party or Seller Indemnified Party (as applicable under this Section 12.4 shall be asserted and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party of notice of any demand, claim or the circumstances, which, with the lapse of time, are reasonably expected to give rise to a claim or the commencement (or the threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”), that may result in Losses which are subject to indemnification hereunder, the Buyer Indemnified Party or Seller Indemnified Party, as applicablethe “Indemnified Party”) becomes aware of any claim that it has under Section 12.1 or Section 12.2 that may result in a Loss (a “Liability Claim”), shall it will give written notice thereof (the a “Claims Notice”) to either the Sellers through the Shareholders’ Representative or Buyer as may be applicable Indemnifying Party under the circumstances (as applicable under the circumstances, the Sellers or Buyer, as applicablethe “Indemnifying Party”). The A Claims Notice shall will describe the Asserted Liability Claim in reasonable detail, to the extent possible, and shall will indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party Party. No delay in or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide give a Claims Notice with reasonable promptness shall not by the Indemnified Party to the Indemnifying Party pursuant to this Section 12.3(a) will adversely affect any indemnification obligations hereunder except of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the applicable Indemnifying Party such delay or Buyer, as applicable, is actually and failure has not materially prejudiced therebythe Indemnifying Party.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnified Party or Seller Indemnified Party party making a claim under this Section 12.4 Article 9 (referred to herein as the "Indemnitee") shall be asserted and resolved as follows: promptly Promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party Indemnitee of notice of any demand, claim or circumstances, which, with the lapse of time, are reasonably expected to would or might give rise to a claim or the commencement (or the threatened commencementcommencement of) of any action, proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereunderunder Sections 9.1 or 9.2, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims Notice”") to the applicable party against whom such claims are asserted (referred to herein as the "Indemnifying Party or Buyer, as applicableParty"). The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, 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 or Seller Indemnified Party, as applicableIndemnitee. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee to provide a Claims Notice with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced thereby.

Notice of Asserted Liability. With respect The party making a claim under this Article 11 is referred to third as the "Indemnitee," and the party claims, all against whom such claims for indemnification are asserted under this Article 11 is referred to as the "Indemnifying Party." All claims by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 Article 11 shall be asserted and resolved as follows: promptly Promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim Claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim Claim or the commencement (or the threatened commencement) of a Claim including any action, proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims Notice”") to the applicable Indemnifying Party or Buyer, as applicableParty. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicableIndemnitee. The failure omission of an Indemnified any Indemnitee to so notify the Indemnifying Party or Seller Indemnified Party, as applicable, to provide a of any such Claims Notice with reasonable promptness shall not affect relieve the Indemnifying Party from any indemnification obligations hereunder except liability which it may have to such Indemnitee unless, and only to the extent that that, such omission results in the applicable Indemnifying Party Party's forfeiture of substantive rights or Buyer, as applicable, is actually and materially prejudiced therebydefenses.

Notice of Asserted Liability. With respect to third The party claims, all claims for indemnification by any Indemnified Party or Seller Indemnified Party making a claim under this Section 12.4 shall 8 is referred to as the "Indemnitee," and the party against who such claims are asserted under this Section 8 is referred to as the "Indemnifying Party". All claims by any Indemnitee under this Section 8 will be asserted and resolved as follows: promptly Promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demandclaim, claim or circumstances, which, with the lapse of time, are reasonably expected to give rise to a claim or the commencement (or the threatened commencement) of including any action, proceeding or investigation (an “"Asserted Liability”), ") that may is reasonably likely to result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “Claims "Claim Notice”") to the applicable Indemnifying Party. (In the case of the Sellers, notice to Mr Pxxxxxx on behalf of all of the Sellers will be proper notice under this Section). The failure to deliver a Claim Notice will not relieve the Indemnifying Party or Buyer, as applicableof its obligations hereunder except to the extent that the resulting delay is materially prejudicial to the defence of any claim. The Claims Claim Notice shall will describe the Asserted Liability in reasonable detail, to the extent possible, detail and shall will indicate the amount (estimated, if necessary, and to the extent feasiblefeasible but in no event binding) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide a Claims Notice with reasonable promptness shall not affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced therebyIndemnitee.

Notice of Asserted Liability. With respect The party making a claim under this Article 11 is referred to third as the "Indemnitee," and the party claims, all against whom such claims for indemnification are asserted under this Article 11 is referred to as the "Indemnifying Party." All claims by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 Article 11 shall be asserted and resolved as follows: promptly Promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim Claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim Claim or the commencement (or the threatened commencement) of a Claim including any action, proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims Notice”") to the applicable Indemnifying Party or Buyer, as applicableParty. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicableIndemnitee. The failure omission of an Indemnified any Indemnitee to so notify the Indemnifying Party or Seller Indemnified Party, as applicable, to provide a of any such Claims Notice with reasonable promptness shall not affect relieve the Indemnifying Party from any indemnification obligations hereunder except liability which it may have to such Indemnitee unless, and only to the extent that that, such omission results in the applicable Indemnifying Party Party's forfeiture of substantive rights or Buyer, as applicable, is actually and defenses or otherwise materially prejudiced therebyprejudices the Indemnifying Party's defense of the Claim.

Notice of Asserted Liability. With respect The party making a claim under --- ---------------------------- this Article 12 is referred to third as the "Indemnitee," and the party claims, all against whom ---------- such claims for indemnification are asserted under this Article 12 is referred to as the "Indemnifying Party." All claims by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 Article 12 ------------------- shall be asserted and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim or the commencement (or the threatened commencement) of a claim including any action, proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written ------------------ notice thereof (the “"Claims Notice”") to the applicable Indemnifying Party; provided that ------------- -------- no delay on the part of the Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or Buyer, as applicableobligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide a Claims Notice with reasonable promptness shall not affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced therebyIndemnitee.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 Article 10 shall be asserted and resolved as follows: promptly Promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party Indemnitee of notice of any demand, claim or circumstances, which, with the lapse of time, are reasonably expected to would give rise to a claim or the commencement (or the threatened commencementcommencement of) of any action, proceeding or investigation (an “Asserted Liability”), "ASSERTED LIABILITY") that may result in Losses which are subject to indemnification hereunder, the Indemnified Party under Sections 10.1 or Seller Indemnified Party10.2, as applicable, the Indemnitee shall give written notice thereof (the “Claims Notice”"CLAIMS NOTICE") to the applicable Indemnifying Party or BuyerParty; PROVIDED that, for purposes of this Section 10.5.1 delivery of the Claims Notice to the Sellers' Representative shall be deemed delivery of such notice to each Seller in its, and all of the Sellers in their capacity as applicablean Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, 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 or Seller Indemnified Party, as applicableIndemnitee. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee to provide a Claims Notice with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced thereby.

Notice of Asserted Liability. With respect The party entitled to third ---------------------------- indemnification under this Article XI is referred to as the "Indemnitee," and ---------- the party claims, all obligated under this Article XI to provide such indemnification is referred to as the "Indemnifying Party." All claims for indemnification by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 ------------------ Article XI shall be asserted and resolved as follows: promptly Promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim Claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim Claim or the commencement (or the threatened commencement) of a Claim including any action, proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written ------------------ notice thereof (the “"Claims Notice”") to the applicable Indemnifying Party or Buyer, as applicableParty. The Claims ------------- Notice shall describe the Asserted Liability in reasonable detaildetail including, to if known, the extent possiblefacts constituting the basis for such Asserted Liability, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicableIndemnitee. The failure omission of an Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee to provide deliver a Claims Notice with reasonable promptness to the Indemnifying Party shall not affect relieve the Indemnifying Party of any indemnification obligations liability hereunder except unless and only to the extent that such omission results in the applicable Indemnifying Party Party's forfeiture of substantive rights or Buyer, as applicable, is actually and materially prejudiced therebydefenses.

Notice of Asserted Liability. With respect The party making a claim under this Article 8 is referred to third as the “Indemnitee,” and the party claims, all against whom such claims for indemnification are asserted under this Article 8 is referred to as the “Indemnifying Party.” All claims by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 Article 8 shall be asserted and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim Claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim Claim or the commencement (or the threatened commencement) of a Claim including any action, proceeding or investigation (an “Asserted Liability”), ) that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “Claims Notice”) to the applicable Indemnifying Party or Buyer, as applicableParty. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicableIndemnitee. The failure omission of an Indemnified any Indemnitee to so notify the Indemnifying Party or Seller Indemnified Party, as applicable, to provide a of any such Claims Notice with reasonable promptness shall not affect relieve the Indemnifying Party from any indemnification obligations hereunder except liability which it may have to such Indemnitee unless, and only to the extent that that, such omission results in the applicable Indemnifying Party Party’s forfeiture of substantive rights or Buyer, as applicable, is actually and defenses or otherwise materially prejudiced therebyprejudices the Indemnifying Party’s defense of the Claim.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification Promptly after receipt by any Indemnified Party or Seller Indemnified Party under this Section 12.4 shall be asserted and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party party ---------------------------- entitled to indemnification (the "Indemnitee") of notice of any demand, claim or circumstances, whichcircumstances that, with or without the lapse of time, are reasonably expected to would give rise to a claim or the commencement (or the threatened commencement) of any action, proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims Notice”") to any other party or parties obligated to provide indemnification pursuant to Sections 8.2 or 8.3 hereof (the applicable "Indemnifying Party or BuyerParty"). Before the Closing, as applicablenotice to the Stockholders' Representative shall be deemed to be notice to all the Stockholders. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, 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 Indemnitee. If the Indemnitee fails to give the Indemnifying Party or Seller Indemnified Party, as applicable. The failure timely and reasonable notice of an Indemnified Asserted Liability that might result in a Loss, such failure to so notify Indemnitee shall relieve the Indemnifying Party or Seller Indemnified Party, as applicable, from liability hereunder with respect to provide a Claims Notice with reasonable promptness shall not affect such claim if such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of any indemnification obligations hereunder except material rights and defenses otherwise available to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced therebywith respect to such Asserted Liability.

Notice of Asserted Liability. With respect The party making a claim ---------------------------- under this Article 12 is referred to third as the "Indemnitee," and the party claims, all ---------- against whom such claims for indemnification are asserted under this Article 12 is referred to as the "Indemnifying Party." All claims by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 ------------------ Article 12 shall be asserted and resolved as follows: promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim or the commencement (or the threatened commencement) of a claim including any action, proceeding or investigation (an “"Asserted Liability”), ") that may ------------------ result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims ------ Notice”") to the applicable Indemnifying Party; provided that no delay on the part ------ -------- of the Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or Buyer, as applicableobligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide a Claims Notice with reasonable promptness shall not affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced therebyIndemnitee.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Promptly (but not later than 10 business days) after a Buyer Indemnified Party or Seller Company Indemnified Party under (in this Section 12.4 shall be asserted and resolved as follows: promptly after discovery of or receipt by context, an Indemnified Party or a Seller Indemnified Party of notice “Indemnitee”) become aware of any demandfact, claim condition or circumstances, which, with the lapse of time, are reasonably expected to 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 the threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”), that may result in Losses which are subject to indemnification hereunder, the Indemnified Party or Seller Indemnified Party, as applicable, shall give written notice thereof (the “Claims Notice”) to the applicable Indemnifying Party or Buyer, as applicable. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possibleagainst Indemnitee, 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 Indemnitee. Failure of Indemnitee to promptly give notice under Section 7.02 or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide a Claims Notice with reasonable promptness 7.04(d) shall not affect any rights to indemnification obligations hereunder hereunder, except to the extent that the applicable Indemnifying Party or BuyerIndemnitor demonstrates actual damage caused by such failure. Upon Indemnitor’s request, Indemnitee shall provide Indemnitor with such reasonable documentation as applicable, is actually and materially prejudiced therebyIndemnitor shall request pertaining to any claim(s) made by Indemnitee.

Notice of Asserted Liability. With respect The party making a claim under this Article 11 is referred to third as the "Indemnitee," and the party claims, all against whom such claims for indemnification are asserted under this Article 11 is referred to as the "Indemnifying Party." All claims by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 Article 11 shall be asserted and resolved as follows: promptly Promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim or the commencement (or the threatened commencement) of a claim for indemnification under this Article 11, including any action, proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims Notice”") to the applicable Indemnifying Party or BuyerParty; provided, as applicablethat, the failure to give notice shall not effect the Indemnifying Party's obligations hereunder except to the extent it is materially prejudiced thereby. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, 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 or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide a Claims Notice with reasonable promptness shall not affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced therebyIndemnitee.

Notice of Asserted Liability. With respect The party making a claim under this Article 11 is referred to third as the "Indemnitee," and the party claims, all against whom such claims for indemnification are asserted under this Article 11 is referred to as the "Indemnifying Party." All claims by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 Article 11 shall be asserted and resolved as follows: promptly Promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim Claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim Claim or the commencement (or the threatened commencement) of a Claim including any action, 39 33 proceeding or investigation (an “"Asserted Liability”), ") that may result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims Notice”") to the applicable Indemnifying Party or and, if the Indemnitee is the Buyer, as applicableto the Escrow Agent. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicableIndemnitee. The failure omission of an Indemnified any Indemnitee to so notify the Indemnifying Party or Seller Indemnified Party, as applicable, to provide a of any such Claims Notice with reasonable promptness shall not affect relieve the Indemnifying Party from any indemnification obligations hereunder except liability which it may have to such Indemnitee unless, and only to the extent that that, such omission results in the applicable Indemnifying Party Party's forfeiture of substantive rights or Buyer, as applicable, is actually and materially prejudiced therebydefenses.

Notice of Asserted Liability. With respect The party making a claim under this ---------------------------- Article 6 is referred to third as the "Indemnitee," and the party claims, all against whom such ---------- claims for indemnification are asserted under this Article 6 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnified Party or Seller Indemnified Party Indemnitee under this Section 12.4 Article 6 shall be asserted and ----- resolved as follows: promptly Promptly after discovery of or receipt by an Indemnified Party or a Seller Indemnified Party the Indemnitee of notice of any demand, claim Claim or circumstances, circumstances which, with the lapse of time, are reasonably expected to would or might give rise to a claim Claim or the commencement (or the threatened commencement) of a Claim including any action, proceeding or investigation (an “"Asserted Liability”), ") that may ------------------ result in Losses which are subject to indemnification hereundera Loss, the Indemnified Party or Seller Indemnified Party, as applicable, Indemnitee shall give written notice thereof (the “"Claims ------ Notice”") to the applicable Indemnifying Party or Buyer, as applicableParty. The Claims Notice shall describe the ------ Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnified Party or Seller Indemnified Party, as applicable. The failure of an Indemnified Party or Seller Indemnified Party, as applicable, to provide a Claims Notice with reasonable promptness shall not affect any indemnification obligations hereunder except to the extent that the applicable Indemnifying Party or Buyer, as applicable, is actually and materially prejudiced therebyIndemnitee.