Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. Promptly after receipt by any person entitled to indemnity under this Agreement (the "Indemnitee") of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement or threatened commencement of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee may, at its option, give notice thereof (the "Claims Notice") to the Shareholders (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimate, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Security National Financial Corp), Stock Purchase Agreement (Security National Financial Corp), Stock Purchase Agreement (Security National Financial Corp)

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Notice of Asserted Liability. Promptly after receipt by any person entitled to indemnity under this Agreement (the "Indemnitee") an indemnified party hereunder of notice of any demand, claim or circumstances which, with or without the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Lossloss subject to indemnification under this Agreement, the Indemnitee may, at its option, such indemnified party shall give notice thereof (the "Claims Notice") to the Shareholders (the "Indemnifying Party")indemnifying party. The Claims Notice shall describe the Asserted Liability in reasonable detail, detail and shall indicate the amount (estimateestimated, if necessary and to the extent feasiblenecessary) of the Loss loss that has been or may be suffered by the Indemniteesuch indemnified party.

Appears in 3 contracts

Samples: Acquisition Agreement (Sykes Healthplan Services Inc), Stock Purchase Agreement (Medirisk Inc), Stock Purchase Agreement (Medirisk Inc)

Notice of Asserted Liability. Promptly after receipt by any person entitled Each party seeking indemnification shall promptly give notice to indemnity under this Agreement the party from whom indemnification is sought (the each such notice, a "IndemniteeClaims Notice") of notice of any demand, claim or circumstances whichcircumstance which gives rise, or with the lapse of time, time would or might give rise to a claim or the commencement (or threatened commencement commencement) of any action, proceeding or investigation that may result in any losses (an "Asserted Liability") that may result in a Loss), the Indemnitee may, at its option, give notice thereof (the "Claims Notice") without regard to the Shareholders (the "Indemnifying Party")limitations on indemnification set forth above. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimateestimated, if necessary necessary, and to the extent feasible) of the Loss losses that has have been or may be suffered by the Indemniteean Indemnified Party.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Spectrum Information Technologies Inc), Stock Purchase Agreement (Lori Corp), Stock Purchase Agreement (Artra Group Inc)

Notice of Asserted Liability. Promptly after receipt by any person entitled to indemnity under this Agreement (the "Indemnitee") Buyer or Seller of notice of any demand, claim or circumstances whichthat, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement commencement) of any action, proceeding or investigation that may result in a Loss for which indemnification is or may be available under this Article XI (an "Asserted Liability") that may result in a Loss), the Indemnitee may, at its option, indemnified party shall give notice thereof (the "Claims Notice") to the Shareholders (the "Indemnifying Party")other party. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimateestimated, if necessary and to the extent feasiblenecessary) of the Loss that has been or may be suffered by the Indemniteeindemnified party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Guaranty National Corp)

Notice of Asserted Liability. Promptly after receipt by any person entitled to indemnity under this Agreement (the "Indemnitee") an indemnified party hereunder of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee may, at its option, such indemnified party shall give written notice thereof (the "Claims Notice") to the Shareholders (the "Indemnifying Party")indemnifying party. The Claims Notice shall describe the 145 162 Asserted Liability in reasonable detail, detail and shall indicate the amount (estimateestimated, if necessary and to the extent feasiblenecessary) of the Loss that has been or may be suffered by the Indemniteesuch indemnified party.

Appears in 1 contract

Samples: Asset Transfer and Acquisition Agreement (Mony Group Inc)

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Notice of Asserted Liability. Promptly after receipt by any person entitled to indemnity under this Agreement (the "Indemnitee") an indemnified party hereunder of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee may, at its option, such indemnified party shall give written notice thereof (the "Claims Notice") to the Shareholders (the "Indemnifying Party")indemnifying party. The Claims Notice shall describe the Asserted Liability in reasonable detail, detail and shall indicate the amount (estimateestimated, if necessary and to the extent feasiblenecessary) of the Loss that has been or may be suffered by the Indemniteesuch indemnified party.

Appears in 1 contract

Samples: Asset Transfer and Acquisition Agreement (Mony Holdings LLC)

Notice of Asserted Liability. Promptly after receipt by any person entitled to indemnity under this Agreement (the "Indemnitee") of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement or threatened commencement of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee may, at its option, give notice thereof (the "Claims Notice") to the Shareholders Unitholders (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimate, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.

Appears in 1 contract

Samples: Unit Purchase Agreement (Security National Financial Corp)

Notice of Asserted Liability. Promptly after receipt by any person entitled to indemnity under this Agreement The Indemnified Party shall promptly give notice (the "IndemniteeClaims Notice") to the party or parties required to pay any amount in respect of notice Losses under Sections 9.2 or 9.3 (collectively, the "Indemnifying Party") of any demand, claim or circumstances whichthat in good faith it or he believes gives rise, or with the lapse of time, time would or might give rise to a claim or the commencement (or threatened commencement commencement) of any action, proceeding or investigation that may result in any Losses (an "Asserted Liability") that may result in a Loss, the Indemnitee may, at its option, give notice thereof (the "Claims Notice") to the Shareholders (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimateestimated, if necessary necessary, and to the extent feasible) of the Loss Losses that has have been or may be suffered by the Indemniteean Indemnified Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (GSV Inc)

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