Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. Promptly after receipt by any party hereto (the “Indemnitee”) of notice of any demand, claim or circumstances which could 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 shall give notice thereof (a “Claims Notice”) to the other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 8.1 or 8.2 (the “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount of the Loss that has been or may be suffered by the Indemnitee. In no event shall the Indemnitee’s failure to give a Claims Notice to the Indemnifying Party relieve the Indemnifying Party of any liability under this Article 8 except to the extent the Indemnifying Party can establish that the Indemnitee’s failure to give such Claims Notice materially prejudiced the Indemnifying Party’s ability to adequately defend such claim or any related or other claim.

Notice of Asserted Liability. Promptly As soon as is reasonably practicable after receipt by the Shareholders become, on the one hand, or the Purchaser or the Sub becomes, on the other hand, aware of any claim (but, in any event, within ten (10) days thereof) that it or they have under Section 7.1 that is reasonably expected to result in a Loss to be indemnified hereunder (a “Liability Claim”), such party hereto (the “IndemniteeIndemnified Party”) of notice of any demand, claim or circumstances which could 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 shall give notice thereof of the Liability Claim (a “Claims Notice”) to the other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 8.1 or 8.2 (the “Indemnifying Party”). The A Claims Notice shall describe the Asserted Liability Claim in reasonable detail, and detail shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the IndemniteeIndemnified Party and shall contain copies of all relevant or supporting information or documentation. In no event shall the Indemnitee’s No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 7.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of any liability under this Article 8 its obligation to indemnify the Indemnified Party, except and only to the extent that such delay or failure has prejudiced the Indemnifying Party can establish that the Indemnitee’s failure to give such Claims Notice materially prejudiced or is received by the Indemnifying Party’s ability to adequately defend such claim or any related or other claimParty after the Expiration Date.

Notice of Asserted Liability. Promptly after receipt by any party hereto (the “Indemnitee”) of notice of any demand, claim or circumstances which could 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 shall give notice thereof (a “Claims Notice”) to the other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 8.1 7.1 or 8.2 7.2 (the “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount of the Loss that has been or may be suffered by the Indemnitee. In no event shall the Indemnitee’s failure to give a Claims Notice to the Indemnifying Party relieve the Indemnifying Party of any liability under this Article 8 7 except to the extent the Indemnifying Party can establish that the Indemnitee’s failure to give such Claims Notice materially prejudiced the Indemnifying Party’s ability to adequately defend such claim or any related or other claim.

Notice of Asserted Liability. Promptly after receipt by any party hereto (the “"Indemnitee”") of notice of any demand, claim or circumstances which could 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 shall give notice thereof (a “the "Claims Notice”") to the any other party (or parties (including Purchaser Indemnitorsparties) obligated to provide indemnification or payment pursuant to Section 8.1 9.01 or 8.2 9.02 (the “"Indemnifying Party”"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. In no event shall If the Indemnitee’s failure Indemnitee fails to give a promptly render the Claims Notice on the Indemnifying Party, such claim shall not be deemed an indemnifiable Asserted Liability. A Claims Notice shall be deemed to have been promptly rendered if it gave reasonable time to the Indemnifying Party relieve the Indemnifying Party of any liability under this Article 8 except to the extent the Indemnifying Party can establish that the Indemnitee’s failure to give such Claims Notice materially prejudiced the Indemnifying Party’s ability to adequately defend itself in due course against any such claim or any related or other claim.

Notice of Asserted Liability. Promptly after receipt by any party hereto (the “"Indemnitee”") of notice of any demand, claim or circumstances which could 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”"ASSERTED LIABILITY") that may result in a Lossany Losses to which such Indemnitee is entitled to indemnification hereunder, the Indemnitee shall promptly give notice thereof (a “Claims Notice”the "CLAIMS NOTICE") to the any other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 8.1 5.2 or 8.2 5.3 (the “"INDEMNIFYING PARTY"), PROVIDED, HOWEVER, that the failure to promptly notify the Indemnifying Party”)Party shall not relieve him or it, as the case may be, from any liability which such Indemnifying Party may have to any Indemnitee except to the extent that such Indemnifying Party is prejudiced thereby. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss Losses that has have been or may be suffered by the Indemnitee. In no event shall the Indemnitee’s failure to give a Claims Notice to the Indemnifying Party relieve the Indemnifying Party of any liability under this Article 8 except to the extent the Indemnifying Party can establish that the Indemnitee’s failure to give such Claims Notice materially prejudiced the Indemnifying Party’s ability to adequately defend such claim or any related or other claim.

Notice of Asserted Liability. Promptly after receipt by any party hereto In order for a Buyer Indemnified Party or Seller Indemnified Party (the an “IndemniteeIndemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of any demand, claim or circumstances which could give rise to involving a Loss or a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”) demand that may result in a Loss, the Indemnitee shall give notice thereof Loss (a “Claims NoticeLiability Claim”) ), such Indemnified Party shall deliver notice thereof to the other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 8.1 or 8.2 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”). The Claims Notice shall describe the Asserted Liability , describing in reasonable detail, 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 Loss that has been extent feasible). No delay in or may be suffered by the Indemnitee. In no event shall the Indemnitee’s failure to give a Claims Claim Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 8.4(a) will adversely affect any rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of any liability under this Article 8 except its obligation to indemnify the Indemnified Party to the extent the Indemnifying Party can establish that the Indemnitee’s such delay or failure to give such Claims Notice has not materially prejudiced the Indemnifying Party’s ability to adequately defend such claim or any related or other claim.

Notice of Asserted Liability. Promptly after receipt by any ---------------------------- party hereto (the “"Indemnitee”") of notice of any demand, claim or circumstances which could give rise to a claim or the commencement (or threatened Threatened commencement) of any action, proceeding or investigation (an “"Asserted Liability”") that may result in a Loss, the Indemnitee shall give notice thereof (a “the "Claims Notice”") to the other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 8.1 9.1 or 8.2 9.2 (the “"Indemnifying --- --- Party”"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount of the Loss that has been or may be suffered by the Indemnitee. In no event shall the Indemnitee’s 's failure to give a Claims Notice to the Indemnifying Party relieve the Indemnifying Party of any liability under this Article 8 IX except to the extent the Indemnifying Party can establish that the Indemnitee’s 's failure to give such Claims Notice materially prejudiced the Indemnifying Party’s 's ability to adequately defend such claim or any related or other claim.

Notice of Asserted Liability. Promptly after The party making a claim under this Section 9 is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this Section Nine is referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Section 9 shall be asserted and resolved as follows: After receipt by any party hereto (the “Indemnitee”) Indemnified Party of notice of any demand, claim or circumstances which could would give rise to a claim for indemnification hereunder or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation that may result in Damages (each, an “Asserted Liability”) that may result in a Loss), the Indemnitee Indemnified Party shall give notice thereof of such Asserted Liability (a the “Claims Notice”) to the other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 8.1 or 8.2 (the “Indemnifying Party”). The failure to give such notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except to the extent that the Indemnifying Party forfeits material rights or defenses by reason of such failure. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss Damages that has have been or may be suffered by the Indemnitee. In no event shall the Indemnitee’s failure to give a Claims Notice to the Indemnifying Party relieve the Indemnifying Party of any liability under this Article 8 except to the extent the Indemnifying Party can establish that the Indemnitee’s failure to give such Claims Notice materially prejudiced the Indemnifying Indemnified Party’s ability to adequately defend such claim or any related or other claim.