Common use of Notice of Damages Clause in Contracts

Notice of Damages. If either party seeks indemnity hereunder (the "Indemnified Party"), the Indemnified Party shall give the other party from whom indemnity is sought hereunder (the "Indemnitor") prompt notice (hereinafter, the "Indemnification Notice") of any demands, claims, actions or causes of action (collectively, "Claims") asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIII, except to the extent that such failure has materially adversely prejudiced the Indemnitor under the provisions for indemnification contained in this Agreement. For purposes of this Article VIII, Acquisition Sub or Cyber Digital, on the one hand, and Seller, on the other hand, shall be deemed to be the "Indemnified Party" or the "Indemnitor", as the case may be. Agreements to Indemnify. Subject to the terms and conditions of this Article VIII, Seller covenants and agrees to indemnify, defend and hold harmless Acquisition Sub, Cyber Digital and their Affiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all assessments, losses, damages, liabilities, costs and expenses, including without limitation interest, penalties and reasonable fees and expenses of legal counsel chosen by Acquisition Sub, Cyber Digital or a Purchaser Affiliate (collectively, "Damages"), imposed upon or incurred by Acquisition Sub, Cyber Digital or any Purchaser Affiliate arising out of or in connection with or resulting from (i) any breach of any representation or warranty of, or non-fulfillment of any covenant or agreement of, Seller contained in or made pursuant to this Agreement or any Schedule hereto, or any certificate furnished or to be furnished to Purchaser hereunder or thereunder, or (ii) any of the matters described on Schedule 8.03(a) hereto; provided, that with respect to each such matter set forth on Schedule 8.03(a), Seller's indemnification obligations hereunder with respect thereto shall not exceed the amount set forth opposite such matter on such Schedule 8.03(a). Seller further covenants and agrees to indemnify, defend and hold harmless any Purchaser Affiliate and the Company from and against all Taxes for which Seller is responsible under Section 4.02(c) hereof to the extent that such Taxes exceed the reserve established therefor. Each of Acquisition Sub, Cyber Digital and, from and after the Closing, the Company, covenants and agrees to indemnify, defend and hold harmless Seller and its Affiliates (including any successor or assign, officer, director, stockholder, partner, member, employee, agent or representative thereof) ("Seller Affiliates") from and against all Damages imposed upon or incurred by such Indemnified Party arising out of or in connection with or resulting from any breach of any representation or warranty of, or non-fulfillment of any covenant or agreement of, Acquisition Sub or Cyber Digital contained in or made pursuant to this Agreement or any certificate or other instrument furnished or to be furnished to Seller hereunder or thereunder. The Indemnitor shall reimburse the Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII, provided, however, that the Indemnitor shall have the right to contest any such Damages in good faith.

Notice of Damages. If either A party seeks seeking indemnity hereunder (the ----------------- "Indemnified Party"), the Indemnified Party shall ) will give the other party from whom indemnity is sought hereunder (the "Indemnitor") prompt notice (hereinafter, the "Indemnification Notice") of any demands, claims, actions or causes of action (collectively, "Claims") asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIII, except to the extent that such failure has materially adversely prejudiced the Indemnitor under with respect to the provisions for indemnification contained in this Agreementclaim, or any set- offs, defenses or counterclaims thereto. For purposes of this Article VIII, Acquisition Sub or Cyber Digitalthe Purchaser and HCC, on the one hand, and Sellerthe Seller and the Shareholder, on the other hand, shall be deemed to be the "Indemnified Party" or the "Indemnitor", Indemnitors," as the case may be. Agreements to Indemnify. Subject to In the terms and conditions of this Article VIII, Seller covenants and agrees to indemnify, defend and hold harmless Acquisition Sub, Cyber Digital and their Affiliates (including any officer, director, stockholder, partner, member, employee, agent or representative event of any thereof) (a "Purchaser Affiliate") from and against all assessments, losses, damages, liabilities, costs and expenses, including without limitation interest, penalties and reasonable fees and expenses of legal counsel chosen by Acquisition Sub, Cyber Digital or a Purchaser Affiliate (collectively, "Damages"), imposed upon or incurred by Acquisition Sub, Cyber Digital or any Purchaser Affiliate arising out of or claim for indemnification in connection with or resulting from (i) any breach of any representation or warranty of, or non-fulfillment of any covenant or agreement of, Seller contained in or made pursuant to this Agreement or any Schedule hereto, or any certificate furnished or to be furnished to Purchaser hereunder or thereunder, or (ii) any of the matters described on Schedule 8.03(a) hereto; provided, that with respect to each such matter set forth on Schedule 8.03(a), Seller's indemnification obligations hereunder with respect thereto shall not exceed the amount set forth opposite such matter on such Schedule 8.03(a). Seller further covenants and agrees to indemnify, defend and hold harmless any Purchaser Affiliate and the Company from and against all Taxes for which Seller is responsible under Section 4.02(c) hereof to the extent that such Taxes exceed the reserve established therefor. Each of Acquisition Sub, Cyber Digital and, from and after the Closing, the Company, covenants and agrees to indemnify, defend and hold harmless Seller and its Affiliates (including any successor or assign, officer, director, stockholder, partner, member, employee, agent or representative thereof) ("Seller Affiliates") from and against all Damages imposed upon or incurred by such Indemnified Party arising out of or in connection with or resulting from any breach of any representation or warranty of, or non-fulfillment of any covenant or agreement of, Acquisition Sub or Cyber Digital contained in or made pursuant to this Agreement or any certificate or other instrument furnished or to be furnished to Seller hereunder or thereunder. The Indemnitor shall reimburse the Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance accordance with the terms of this Article VIII, providedthe Indemnified Party shall be entitled to full indemnification in the amount claimed unless, howeverwithin 30 days after receipt of written notice of a claim for indemnification, that the Indemnitor delivers a written notice to the Indemnified Party objecting to the claim for indemnification, which notice specifies in reasonable detail the basis for the objection. If the parties are unable to resolve the dispute within 30 days, the claim for indemnification shall have the right be settled pursuant to contest any such Damages in good faithSection 8.06 hereof.

Notice of Damages. If either party seeks A Party seeking indemnity hereunder (the "“Indemnified Party"), the Indemnified Party ”) shall give the other party Party from whom which indemnity is sought hereunder (the "“Indemnitor"”) prompt written notice (hereinafter, the "“Indemnification Notice"”) of any demands, claims, actions or causes of action (collectively, "“Claims"”) asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIIIVII, except and only to the extent that such failure has materially adversely actually prejudiced the Indemnitor under the provisions for indemnification contained in this AgreementAgreement or the Indemnitor’s ability to defend such Claim. For purposes of this Article VIIIVII, Acquisition Sub the Purchaser or Cyber Digitalanother Purchaser Indemnified Party (as defined herein), on the one hand, and Sellerthe Seller or another Seller indemnified Party (as defined herein), on the other hand, shall be deemed to be the "“Indemnified Party" ” or the "Indemnitor"“Indemnitors”, as the case may be. Agreements to Indemnify. Subject to the terms and conditions of this Article VIII, Seller covenants and agrees to indemnify, defend and hold harmless Acquisition Sub, Cyber Digital and their Affiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all assessments, losses, damages, liabilities, costs and expenses, including without limitation interest, penalties and reasonable fees and expenses of legal counsel chosen by Acquisition Sub, Cyber Digital or a Purchaser Affiliate (collectively, "Damages"), imposed upon or incurred by Acquisition Sub, Cyber Digital or any Purchaser Affiliate arising out of or in connection with or resulting from (i) any breach of any representation or warranty of, or non-fulfillment of any covenant or agreement of, Seller contained in or made pursuant to this Agreement or any Schedule hereto, or any certificate furnished or to be furnished to Purchaser hereunder or thereunder, or (ii) any of the matters described on Schedule 8.03(a) hereto; provided, that with respect to each such matter set forth on Schedule 8.03(a), Seller's indemnification obligations hereunder with respect thereto shall not exceed the amount set forth opposite such matter on such Schedule 8.03(a). Seller further covenants and agrees to indemnify, defend and hold harmless any Purchaser Affiliate and the Company from and against all Taxes for which Seller is responsible under Section 4.02(c) hereof to the extent that such Taxes exceed the reserve established therefor. Each of Acquisition Sub, Cyber Digital and, from and after the Closing, the Company, covenants and agrees to indemnify, defend and hold harmless Seller and its Affiliates (including any successor or assign, officer, director, stockholder, partner, member, employee, agent or representative thereof) ("Seller Affiliates") from and against all Damages imposed upon or incurred by such Indemnified Party arising out of or in connection with or resulting from any breach of any representation or warranty of, or non-fulfillment of any covenant or agreement of, Acquisition Sub or Cyber Digital contained in or made pursuant to this Agreement or any certificate or other instrument furnished or to be furnished to Seller hereunder or thereunder. The Indemnitor shall reimburse the Indemnified Party promptly after delivery of an Indemnification Notice certifying shall state that the Indemnified Party has paid or incurred Damages after compliance for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, and specify in reasonable detail (and have annexed thereto all supporting documentation, including any correspondence in connection with any Claims by persons not party to this Agreement and paid invoices for claimed Damages) each individual item of Damages included in the terms amount so stated, the date such item was paid or incurred, the basis for any anticipated liability and the nature of this Article VIIIthe misrepresentation, providedbreach of warranty, however, that breach of covenant or claim to which each such item is related and the Indemnitor shall have computation of the right estimated amount to contest any which such Damages in good faithIndemnified Party claims to be entitled hereunder.