Notice of Asserted Liability. Promptly after receipt by any party hereto (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 shall give notice thereof (the "Claims Notice") to any other party (or parties) obligated to provide indemnification pursuant to Section 9.01 or 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.
Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party has under Section 6.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "Liability Claim"), such Party (the "Indemnified Party") shall give notice of such Liability Claim (a "Claims Notice") to the other Party (the "Indemnifying Party"). A Claims Notice must describe the Liability Claim in reasonable detail and must 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. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 6.2 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 prejudiced the Indemnifying Party.
Notice of Asserted Liability. The party making a claim under this ---------------------------- Article 12 is referred to as the "Indemnitee," and the party against whom such ---------- claims are asserted under this Article 12 is referred to as the "Indemnifying ------------ Party." All claims by any Indemnitee under this Article 12 shall be asserted ----- and resolved as follows: promptly after receipt by the Indemnitee of notice of any claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of a claim including any action, proceeding or investigation (an "Asserted Liability") that ------------------ may result in a Loss, the Indemnitee shall give notice thereof (the "Claims ------ Notice") to the Indemnifying Party; provided that no delay on the part of the ------ -------- Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation under this Article unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced. 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.
Notice of Asserted Liability. Promptly after receipt by any party (the “Indemnitee”) of notice of any claim or the commencement of any action against it in respect of which indemnity or reimbursement may be sought hereunder (an ‘Assertion”), such Indemnitee shall promptly give written notice of the Assertion (the “Claims Notice”) to any other party (or parties) obligated to provide indemnification pursuant to this Article (the “Indemnitor”), but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to the Indemnitee hereunder except to the extent such Indemnitor has been materially prejudiced thereby. The Indemnitor shall have the right to assume the defense of such Assertion, at its own expense, with counsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. Notwithstanding that the Indemnitor may elect to assume the defense of any Assertion, the Indemnitee shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnitee, but in such event the fees and expenses of such counsel shall be paid by such Indemnitee unless (a) the Indemnitor shall have agreed to pay such fees and expenses, (b) the Indemnitor shall have failed to assume the defense of such Assertion with counsel reasonably satisfactory to such Indemnitee or (c) in the reasonable judgment of such Indemnitee, based upon the written advice of its counsel, a conflict of interest exists between the Indemnitor and such Indemnitee with respect to such Assertion (in which case, if such Indemnitee notifies the Indemnitor that such Indemnitee elects to employ separate counsel, the Indemnitor shall not assume the defense of such Assertion on behalf of such Indemnitee and shall be obligated to pay the reasonable fees and expenses of such separate counsel). Notwithstanding anything to the contrary in this Section, the Indemnitor shall not, without the written consent of such Indemnitee (which consent shall not be unreasonably withheld or delayed), settle or compromise any action in any manner that, in the reasonable judgment of such Indemnitee or its counsel, may adversely affect such Indemnitee; provided, however, that the Indemnitor may, without the written consent of the Indemnitee, settle or compromise any action or consent to the entering of any judgment which is for money damages only and includes as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of a duly execu...
Notice of Asserted Liability. 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) has under 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”) shall give notice of such Liability Claim (a “Claims Notice”) to the other Party (the “Indemnifying Party”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 10.2(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 prejudiced the Indemnifying Party.
Notice of Asserted Liability. Each party seeking indemnification shall promptly give notice to the party from whom indemnification is sought (each such notice, a "Claims Notice") of any demand, claim or circumstance which gives rise, or 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 that may result in any losses (an "Asserted Liability"), without regard to limitations on indemnification set forth above. 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 losses that have been suffered by an Indemnified Party.
Notice of Asserted Liability. Promptly after receipt by an indemnified party hereunder of notice of any demand, claim or circumstances which, with or without the passage of time, 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, such indemnified party must give written notice thereof (the “Claims Notice”) to the indemnifying party. The Claims Notice must describe the Asserted Liability in reasonable detail and indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by such indemnified party and will include a statement as to the basis for the indemnification sought. Failure to provide a Claims Notice in a timely manner will not be deemed a waiver of the indemnified party’s right to indemnification other than to the extent that such failure prejudices the defense of the claim by the indemnifying party.
Notice of Asserted Liability. Promptly after a party entitled to indemnification (“Indemnitee”) becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article 11, such Indemnitee shall give notice thereof in the manner provided in this Section 11.4 (the “Claims Notice”) to the each indemnifying party (each, an “Indemnitor”). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”) against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Subject to Section 11.1, failure of Indemnitee to promptly give notice hereunder shall not affect any rights to indemnification hereunder, except to the extent that an Indemnitor demonstrates actual material damage caused by such failure. Upon an Indemnitor’s request, Indemnitee shall provide each Indemnitor with reasonable access to all books and records relating to the Asserted Liability, and to all employees or other persons who are knowledgeable about such Asserted Liability, in order to allow each Indemnitor to audit the status of such Asserted Liability and the payments that have been, or will be, made with respect thereto.
Notice of Asserted Liability. The party making a claim under this Article VIII is referred to as the "Indemnitee," and the party against whom such claims are asserted under this Article VIII is referred to as the "Indemnifying Party." All claims by any Indemnitee under this Article VIII shall be asserted and resolved as follows: Promptly after receipt by the Indemnitee of notice of any Claim or circumstances which, with the lapse of time, would or might give rise to a Claim or the commencement (or threatened commencement) of a Claim including any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to 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.
Notice of Asserted Liability. Promptly after receipt by any party entitled to indemnification hereunder (the "Indemnitee") from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other party obligated to provide indemnification pursuant to Section 9.2, 9.3 or 9.4 (an "Indemnifying Party"); provided, however, that a failure to give such notice shall not prejudice the Indemnitee's right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and 56 63 shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by the Indemnitee.
