Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. As soon as is reasonably practicable after 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 (the “Indemnified Party”) 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 in reasonable 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 Indemnified Party and shall contain copies of all relevant or supporting information or documentation. 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 its obligation to indemnify the Indemnified Party, except and only to the extent that such delay or failure has prejudiced the Indemnifying Party or is received by the Indemnifying Party after the Expiration Date.

Notice of Asserted Liability. As soon as is reasonably practicable Promptly after receipt by any party hereto (the Shareholders become“Indemnitee”) of notice of any demand, on the one hand, claim or circumstances which could give rise to a claim or the Purchaser commencement (or the Sub becomes, on the other hand, aware threatened commencement) of any claim action, proceeding or investigation (but, in any event, within ten (10) days thereofan “Asserted Liability”) that it or they have under Section 7.1 that is reasonably expected to may result in a Loss to be indemnified hereunder (a “Liability Claim”)Loss, such party (the “Indemnified Party”) Indemnitee shall give notice of the Liability Claim 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”). A The Claims Notice shall describe the Asserted Liability Claim in reasonable detail 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 Indemnified Party and Indemnitee. In no event shall contain copies of all relevant or supporting information or documentation. No delay in or the Indemnitee’s 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 its obligation to indemnify the Indemnified Party, any liability under this Article 8 except and only to the extent the Indemnifying Party can establish that the Indemnitee’s failure to give such delay or failure has Claims Notice materially prejudiced the Indemnifying Party Party’s ability to adequately defend such claim or is received by the Indemnifying Party after the Expiration Dateany related or other claim.

Notice of Asserted Liability. As soon as is reasonably practicable Promptly after receipt by any party hereto (the Shareholders become"Indemnitee") of notice of any demand, on claim or circumstances which, with the one handlapse of time, would or might give rise to a claim or the Purchaser commencement (or the Sub becomes, on the other hand, aware threatened commencement) of any claim action, proceeding or investigation (but, in any event, within ten (10) days thereofan "Asserted Liability") that it or they have under Section 7.1 that is reasonably expected to may result in a Loss to be indemnified hereunder (a “Liability Claim”)Loss, such party (the “Indemnified Party”) Indemnitee shall give notice of thereof (the Liability Claim (a “"Claims Notice”") to the any other party (or parties) obligated to provide indemnification pursuant to Section 9.01 or 9.02 (the “"Indemnifying Party”"). A The Claims Notice shall describe the Asserted Liability Claim in reasonable detail 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 Indemnified Party and shall contain copies of all relevant or supporting information or documentationIndemnitee. No delay in or failure If the Indemnitee fails to give a promptly render the Claims Notice by on the Indemnified Party 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 pursuant to this Section 7.2(a) shall adversely affect adequately defend itself in due course against any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party, except and only to the extent that such delay or failure has prejudiced the Indemnifying Party or is received by the Indemnifying Party after the Expiration Dateclaim.

Notice of Asserted Liability. As soon as is reasonably practicable Promptly after receipt by any ---------------------------- party hereto (the Shareholders become"Indemnitee") of notice of any demand, on the one hand, claim or circumstances which could give rise to a claim or the Purchaser commencement (or the Sub becomes, on the other hand, aware Threatened commencement) of any claim action, proceeding or investigation (but, in any event, within ten (10) days thereofan "Asserted Liability") that it or they have under Section 7.1 that is reasonably expected to may result in a Loss to be indemnified hereunder (a “Liability Claim”)Loss, such party (the “Indemnified Party”) Indemnitee shall give notice of thereof (the Liability Claim (a “"Claims Notice”") to the other party or parties obligated to provide indemnification or payment pursuant to Section 9.1 or 9.2 (the “"Indemnifying --- --- Party”"). A The Claims Notice shall describe the Asserted Liability Claim in reasonable detail 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 Indemnified Party and Indemnitee. In no event shall contain copies of all relevant or supporting information or documentation. No delay in or the Indemnitee's 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 its obligation to indemnify the Indemnified Party, any liability under this Article IX except and only to the extent the Indemnifying Party can establish that the Indemnitee's failure to give such delay or failure has Claims Notice materially prejudiced the Indemnifying Party or is received by the Indemnifying Party after the Expiration DateParty's ability to adequately defend such claim.

Notice of Asserted Liability. As soon as is reasonably practicable Promptly after receipt by any party hereto (the Shareholders become"Indemnitee") of notice of any demand, on claim or circumstances which, with the one handlapse of time, would or might give rise to a claim or the Purchaser commencement (or the Sub becomes, on the other hand, aware threatened commencement) of any claim action, proceeding or investigation (but, an "ASSERTED LIABILITY") that may result in any eventLosses to which such Indemnitee is entitled to indemnification hereunder, within ten the Indemnitee shall promptly give notice thereof (10the "CLAIMS NOTICE") days thereof) that it to any other party obligated to provide indemnification pursuant to Section 5.2 or they have under Section 7.1 that is reasonably expected to result in a Loss to be indemnified hereunder 5.3 (a “Liability Claim”the "INDEMNIFYING PARTY"), PROVIDED, HOWEVER, that the failure to promptly notify the Indemnifying Party shall not relieve him or it, as the case may be, from any liability which such party (the “Indemnified Party”) shall give notice of the Liability Claim (a “Claims Notice”) Indemnifying Party may have to any Indemnitee except to the other party (the “extent that such Indemnifying Party”)Party is prejudiced thereby. A The Claims Notice shall describe the Asserted Liability Claim in reasonable detail 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 Indemnified Party and shall contain copies of all relevant or supporting information or documentation. 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 its obligation to indemnify the Indemnified Party, except and only to the extent that such delay or failure has prejudiced the Indemnifying Party or is received by the Indemnifying Party after the Expiration DateIndemnitee.

Notice of Asserted Liability. As soon as is reasonably practicable Promptly after receipt by any party hereto (the Shareholders become“Indemnitee”) of notice of any demand, on the one hand, claim or circumstances which could give rise to a claim or the Purchaser commencement (or the Sub becomes, on the other hand, aware threatened commencement) of any claim action, proceeding or investigation (but, in any event, within ten (10) days thereofan “Asserted Liability”) that it or they have under Section 7.1 that is reasonably expected to may result in a Loss to be indemnified hereunder (a “Liability Claim”)Loss, such party (the “Indemnified Party”) Indemnitee shall give notice of the Liability Claim thereof (a “Claims Notice”) to the other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 7.1 or 7.2 (the “Indemnifying Party”). A The Claims Notice shall describe the Asserted Liability Claim in reasonable detail 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 Indemnified Party and Indemnitee. In no event shall contain copies of all relevant or supporting information or documentation. No delay in or the Indemnitee’s 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 its obligation to indemnify the Indemnified Party, any liability under this Article 7 except and only to the extent the Indemnifying Party can establish that the Indemnitee’s failure to give such delay or failure has Claims Notice materially prejudiced the Indemnifying Party Party’s ability to adequately defend such claim or is received by the Indemnifying Party after the Expiration Dateany related or other claim.

Notice of Asserted Liability. As soon as is reasonably practicable after In order for a Purchaser Indemnified Party or Sellers Indemnified Party (the Shareholders become“Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, on the one hand, arising out of or the Purchaser involving a Loss or the Sub becomes, on the other hand, aware of any a claim (but, in any event, within ten (10) days thereof) or demand that it or they have under Section 7.1 that is reasonably expected to may result in a Loss to be indemnified hereunder (a “Liability Claim”), such party Indemnified Party shall deliver notice thereof to the Party against whom indemnity is sought (the “Indemnified Indemnifying Party”) shall give promptly after receipt by such Indemnified Party of written notice of the Liability Claim (a the “Claims Claim Notice”) to the other party (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim , describing in reasonable detail shall indicate 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) 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 Claims Claim Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 7.2(a11.5(a) shall will adversely affect any of the other rights or remedies which that the Indemnified Party has under this Agreement, Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party, except and only Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party or is received by the Indemnifying Party after the Expiration DateParty.