Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. In order for a Purchaser Indemnified Party or Sellers Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand that may result in a Loss (a “Liability Claim”), such Indemnified Party shall deliver notice thereof to the Party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible). No delay in or failure to give a Claim Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a) will adversely affect any 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 such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. In order for a As soon as is reasonably practicable after the Seller, on the one hand, or MCP or the Purchaser, on the other hand, becomes aware of any claim that such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party or Sellers Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for has under this Agreement in respect of, arising out of or involving a Loss or a claim or demand Section 7.1 that may result in a Loss for which such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party) is entitled to indemnification hereunder (a “Liability Claim”), such Party (the “Indemnified Party Party”) shall deliver give notice thereof of such Liability Claim (a “Claims Notice”) to the other Party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice must describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and must indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a7.2(a) will adversely affect any 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 except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. In order for As soon as is reasonably practicable after a Purchaser Indemnified Party or Sellers Seller Indemnified Party (as applicable under the circumstances, the Purchaser Indemnified Party or Seller Indemnified Party, the “Indemnified Party”) to be entitled to becomes aware of any indemnification provided for claim that it has under this Agreement in respect of, arising out of Section 10.1 or involving a Loss or a claim or demand Section 10.2 hereof that may result in a Loss (a “Liability Claim”), such Indemnified Party shall deliver it will give notice thereof (a “Claims Notice”) to either the Party against whom indemnity is sought Equityholders through the Representative or Purchaser as may be applicable under the circumstances (as applicable under the circumstances, the Equityholders or Purchaser, the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice will describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder detail, and will indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a10.3(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. In order for a Purchaser Indemnified Party As soon as is reasonably practicable after the Stockholders, on the one hand, or Sellers Indemnified Party (the “Indemnified Party”) to be entitled to Buyer or the Parent, on the other hand, becomes aware of any indemnification provided for claim that such party has under this Agreement in respect of, arising out of or involving a Loss or a claim or demand Section 9.1 that may result in a Loss (a “Liability Claim”), such party (the “Indemnified Party Party”) shall deliver give notice thereof of such Liability Claim (a “Claims Notice”) to the Party against whom indemnity is sought other party or parties (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice must describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and must indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a9.2(a) will adversely affect any 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 such delay or failure has not materially prejudiced the Indemnifying Party. After the Indemnifying Party receives a Claims Notice, the Indemnifying Party may make such investigation of the Liability Claim as is necessary to defend the Liability Claim, and the Indemnified Party shall make available to the Indemnifying Party and its representatives the information relied upon by the Indemnified Party to substantiate the Liability Claim.

Notice of Asserted Liability. In order for As soon as is reasonably practicable after a Purchaser Indemnified Party or Sellers Indemnified Party (Shareholder Party, on the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect ofone hand, arising out of or involving a Loss or a Buyer Party, on the other hand, becomes aware of any claim or demand that such Person has under Section 7.1 that may result in a Loss (a “Liability Claim”), such Person (the “Indemnified Party Party”) shall deliver give notice thereof of such Liability Claim (a “Claims Notice”) to the Party against whom indemnity is sought party indemnifying such Person (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice must describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and must indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a7.2(a) will adversely affect any 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 such delay or failure has not materially prejudiced the Indemnifying Party. After receipt of a Claims Notice, the Indemnifying Party may make such investigation of the Liability Claim as it shall deem necessary or desirable, and the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the Liability Claim.

Notice of Asserted Liability. In order for a As soon as is reasonably practicable after Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party or Sellers Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for has under this Agreement in respect of, arising out of or involving a Loss or a claim or demand Section 10.1 that may result in a Loss for which such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party) is entitled to indemnification hereunder (a “Liability Claim”), such Party (the “Indemnified Party Party”) shall deliver give notice thereof of such Liability Claim (a “Claims Notice”) to the other Party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice must describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and must indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a10.2(a) will adversely affect any 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 except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. In order for a As soon as is reasonably practicable after any Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party or Sellers Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for has under this Agreement in respect of, arising out of or involving a Loss or a claim or demand Section 10.1 that may result in a Loss for which such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party) is entitled to indemnification hereunder (a “Liability Claim”), such Party (the “Indemnified Party Party”) shall deliver give notice thereof of such Liability Claim (a “Claims Notice”) to the other Party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice must describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and must indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a10.2(a) will adversely affect any 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 except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. In order for As soon as is reasonably practicable and in any case not more than thirty (30) calendar days after a Purchaser Indemnified Party or Sellers Indemnified Party (the “Seller Indemnified Party”) to be entitled to , on the one hand, or the Buyer, on the other hand, becomes aware of any indemnification provided for claim that it has or they have under this Agreement in respect ofSection 11.1 or Section 11.2 hereof, arising out of or involving a Loss or a claim or demand as the case may be, that may result in a Loss (a “"Liability Claim”"), such party (the "Indemnified Party Party") shall deliver give notice thereof (a "Claims Notice") to the Party against whom indemnity is sought other party (the “"Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of "). A Claims Notice shall describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder detail, and shall indicate the amount or method of computation of the amount of such claim (estimated, if necessary and estimated to the extent feasible)) of the Loss that has been or is reasonably likely to be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a11.3(a) will shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced results in prejudice to the Indemnifying Party.

Notice of Asserted Liability. In order for a Purchaser Indemnified Party As soon as is reasonably practicable after the Seller or Sellers Indemnified Party (the “Indemnified Party”) to be entitled to Buyer becomes aware of any indemnification provided for claim that such party has under this Agreement in respect of, arising out of Section 9.1 or involving a Loss or a claim or demand 9.2 that may result in a Loss (a “Liability Claim”), such party (the “Indemnified Party Party”) shall deliver give written notice thereof of such Liability Claim (a “Claims Notice”) to the Party against whom indemnity is sought other party (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice must describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and must indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a) 9.3 will adversely affect any 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 such delay or failure has not materially prejudiced the Indemnifying Party; provided, however, that all Liability Claims made in connection with this Agreement must be made within the relevant time periods set forth in Section 9.4.

Notice of Asserted Liability. In order for a Purchaser Indemnified Party As soon as is reasonably practicable after GoSolutions becomes, on the one hand, or Sellers Indemnified Party VEDO or the Merger Sub becomes, on the other hand, aware of any claim (the “Indemnified Party”but, in any event, within ten (10) days thereof) that it or they have under Section 11.2 that is reasonably expected to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand that may result in a Loss to be indemnified hereunder (a “Liability Claim”), such party (the “Indemnified Party Party”) shall deliver give notice thereof of the Liability Claim (a “Claims Notice”) to the Party against whom indemnity is sought other party (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice shall describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party and shall contain copies of all relevant or supporting information or documentation. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a) will 11.7.1 shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party Party, except and only to the extent that such delay or failure has not materially prejudiced the Indemnifying PartyParty or is received by the Indemnifying Party after the Indemnification Period.

Notice of Asserted Liability. In order for As soon as is reasonably practicable after a Purchaser Indemnified Party or Sellers Seller Indemnified Party (as applicable under the circumstances, the Purchaser Indemnified Party or Seller Indemnified Party, the “Indemnified Party”) to be entitled to becomes aware of any indemnification provided for claim that it has under this Agreement in respect of, arising out of Section 10.1 or involving a Loss or a claim or demand Section 10.2 hereof that may result in a Loss (a “Liability Claim”), such Indemnified Party it shall deliver give notice thereof (a “Claims Notice”) to either XXX or the Party against whom indemnity is sought Purchaser and Merger Sub as may be applicable under the circumstances (as applicable under the circumstances, Xxxxxx or the Purchaser and Merger Sub, the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice shall describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder detail, and shall indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a10.3(a) will shall adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. In order for a As soon as is reasonably practicable after any Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party or Sellers Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for has under this Agreement in respect of, arising out of or involving a Loss or a claim or demand Section 10.1 that may result in a Loss for which such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party) is entitled to indemnification hereunder (a “Liability Claim”), such Party (the “Indemnified Party Party”) shall deliver give written notice thereof of such Liability Claim (a “Claims Notice”) to the other Party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice must describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and must indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnified Party and, if the Liability Claim relates to a Third Party Claim (as defined below), the Claims Notice must be accompanied by all written communications from the third party relating to the Liability Claim. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a10.2(a) will adversely affect any 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 except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party, or except as provided in Section 10.3.

Notice of Asserted Liability. In order for a Purchaser Indemnified Party or Sellers Indemnified Party (As soon as is reasonably practicable after the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect ofSeller, arising out of or involving a Loss on the one hand, or a Buyer Indemnitee, on the other hand, becomes aware of any direct or third-party claim that such party has or demand may reasonably be expected to have under Section 10.1 that may result in a Loss (a “Liability Claim”), such party (the “Indemnified Party Party”) shall deliver give notice thereof of such Liability Claim (a “Claims Notice”) to the Party against whom indemnity is sought other party (the “Indemnifying Party”) promptly after receipt by and, if such Indemnified Party notice is being delivered on or before the 18-month anniversary of written notice of the Closing Date, the Escrow Agent. A Claims Notice must describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and must indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a10.2(a) will adversely affect any 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 such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. In order for a Purchaser Indemnified Party As soon as is reasonably practicable after GoSolutions becomes, on the one hand, or Sellers Indemnified Party VEDO or the Merger Sub becomes, on the other hand, aware of any claim (the “Indemnified Party”but, in any event, within ten (10) days thereof) that it or they have under Section 11.2 that is reasonably expected to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand that may result in a Loss to be indemnified hereunder (a “Liability Claim”"LIABILITY CLAIM"), such Indemnified Party shall deliver notice thereof to the Party against whom indemnity is sought party (the “Indemnifying Party”"INDEMNIFIED PARTY") promptly after receipt by such Indemnified Party of written shall give notice of the Liability Claim (a "CLAIMS NOTICE") to the “other party (the "INDEMNIFYING PARTY"). A Claims Notice shall describe the Liability Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party and shall contain copies 50 of all relevant or supporting information or documentation. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a) will 11.7.1 shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party Party, except and only to the extent that such delay or failure has not materially prejudiced the Indemnifying PartyParty or is received by the Indemnifying Party after the Indemnification Period.

Notice of Asserted Liability. In order for As soon as is reasonably practicable after a Purchaser Parent Indemnified Party or Sellers Seller Indemnified Party (as applicable under the circumstances, the Parent Indemnified Party or Seller Indemnified Party, the “Indemnified Party”) to be entitled to becomes aware of any indemnification provided for claim that it has under this Agreement in respect of, arising out of Section 10.1 or involving a Loss or a claim or demand Section 10.2 hereof that may result in a Loss (a “Liability Claim”), such Indemnified Party shall deliver it will give notice thereof (a “Claims Notice”) to either the Party against whom indemnity is sought Shareholders through the Representative as may be applicable under the circumstances (as applicable under the circumstances, the Shareholders or Parent, the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice will describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder detail, and will indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a10.3(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. In order for a Purchaser Indemnified Party As soon as is reasonably practicable after the Shareholders, on the one hand, or Sellers Indemnified Party (the “Indemnified Party”) to be entitled to Buyer, on the other hand, becomes aware of any indemnification provided for claim that such party has under this Agreement in respect of, arising out of or involving a Loss or a claim or demand Section 7.1 that may result in a Loss (a “Liability Claim”), such party (the “Indemnified Party Party”) shall deliver give notice thereof of such Liability Claim (a “Claims Notice”) to the Party against whom indemnity is sought other party or parties (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of ). A Claims Notice must describe the Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and must indicate the amount or method of computation of the amount of such claim (estimated, if necessary and to the extent feasible)) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claim Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.5(a7.2(a) will adversely affect any 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 such delay or failure has not materially prejudiced the Indemnifying Party. After the Indemnifying Party receives a Claims Notice, the Indemnifying Party may make such investigation of the Liability Claim as it shall deem necessary or desirable, and the Indemnified Party agrees to make available to the Indemnifying Party and its representatives the information relied upon by the Indemnified Party to substantiate the Liability Claim.