Notice and Opportunity to Defend Third Party Claims Sample Clauses

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, 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.
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Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "INDEMNITEE") of notice of any demand, claim or circumstance which 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 prompt notice thereof (the "CLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Section 6.2 or 6.3 (collectively, 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 and Opportunity to Defend Third Party Claims. Promptly after (a) receipt by the Purchaser of notice of the assertion of any action or claim against the Purchaser by a person not a party to this Agreement, or (b) the discovery by the Purchaser of any Loss giving rise to indemnification hereunder, in each case with respect to which the Purchaser expects to make a request for indemnification hereunder, the Purchaser (the "Indemnified Party") shall give the Selling Shareholder (the "Indemnifying Party") written notice describing such action, claim or Loss in reasonable detail (an "Indemnification Notice"). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with respect to such action, claim or Loss shall be reduced to the extent of such prejudice. Except as otherwise provided in this Section 7.02, the Indemnifying Party shall have the right, at its option, to defend, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against the Indemnified Party; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. If counsel satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel to defend any such action or claim and, in such event, the Indemnifying Party shall be responsible for and pay all reasonable attorneys' fees, costs and expenses of such counsel, and the Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the Indemnifying Party intends to undertake to defend an action or claim against an Indemnified Party, then the Indemnifying Party shall give a written notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within thirty (30) days of the Indemnification Notice to which such action or claim relates. Whether or not the Indemnifying Party chooses to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The Indemnifie...
Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim or circumstance which 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 written notice thereof (the "Claims Notice") to the party obligated to provide indemnification pursuant to Section 7.2 or 7.3 hereof (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 and Opportunity to Defend Third Party Claims. (A) Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, or circumstance which 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 the party or parties obligated to provide indemnification pursuant to Section 7.1 or 7.2 (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. The failure to notify the Indemnifying Party timely or in the manner described hereunder shall preclude indemnification otherwise available only if and to the extent that the Indemnifying Party is actually prejudiced thereby.
Notice and Opportunity to Defend Third Party Claims. (a) Promptly after discovery or receipt by any Party (the “Indemnitee”) of notice of any demand, claim, or circumstance that 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 an Indemnifiable Loss, the Indemnitee shall give written notice of any action, proceeding, or investigation (the “Claims Notice”) to the Party obligated to provide indemnification pursuant to Section 9.2 or Section 9.3 (the “Indemnitor”). 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 Indemnifiable Loss that has been or may be suffered by the Indemnitee.
Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which 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 prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Section 6.2 or 6.3 (collectively, 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. The rights of the Indemnifying Party to defend Asserted Liabilities under Section 6.4(b) in the case of Asserted Liabilities against CoMed or the Shareholders shall be exercised by the Requisite Shareholders.
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Notice and Opportunity to Defend Third Party Claims. If there occurs an event that any Buyer Indemnified Party or Seller Indemnified Party (as the case may be, an “Indemnified Party”) asserts is an indemnifiable event pursuant to Section 7.2 or Section 7.3 and such event relates to a Third Party Claim, the Indemnified Party seeking indemnification shall notify in writing the other Party or Parties obligated to provide indemnification (the “Indemnifying Party”) promptly, but no later than 30 days, after such Indemnified Party receives written notice of any such claim, event or matter as to which indemnity may be sought; provided, that the failure of the Indemnified Party to give notice as provided in this Section 7.4(a) shall not relieve any Indemnifying Party of its obligations under Section 7.2 or Section 7.3, except to the extent that such failure actually and materially prejudices the rights of any such Indemnifying Party. Any written notice required to be given to a Seller Party shall be given to Seller Representative.
Notice and Opportunity to Defend Third Party Claims. (a) The Buyer Indemnified Party or the Seller Indemnified Party, as applicable (the “Indemnified Party”), shall promptly notify in writing the indemnifying party (the “Indemnifying Party”) of any matter giving rise to an obligation to indemnify, specifying the basis on which indemnification is sought.
Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by VTK or its Representatives (as defined below), including, without limitation, any entity that has become a subsidiary of VTK pursuant to the Merger Agreement, of notice of any demand, claim, circumstance, examination, investigation, audit, suit, action, claim or proceeding which would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation for which a claim may be made hereunder (an "ASSERTED LIABILITY"), VTK shall give prompt notice thereof (the "CLAIMS NOTICE") to GUI, PROVIDED, HOWEVER, the failure of VTK to so notify GUI will not relieve GUI of any liability that it may have under this Agreement except to the extent GUI is prejudiced by VTK's or its Representatives', as the case may be, failure to give such notice and only to the extent of such prejudice.
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