Common use of Notice and Opportunity to Defend Third Party Claims Clause in Contracts

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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Premier Parks Inc), Asset Purchase Agreement (Premier Parks Inc), Asset Purchase Agreement (Premier Parks Inc)

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Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "INDEMNITEEIndemnitee") of notice of any demand, claim claim, circumstance or circumstance 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 LIABILITYAsserted Liability") that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "CLAIMS NOTICEClaims Notice") to the party or parties obligated to provide indemnification pursuant to Section 6.2 7.2 or 6.3 7.3 (collectively, the "INDEMNIFYING PARTYIndemnifying 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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Asta Funding Inc), Stock Purchase Agreement (American Vantage Companies), Stock Purchase Agreement (Asta Funding Inc)

Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "INDEMNITEEIndemnitee") of notice of any demand, claim claim, circumstance or circumstance 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 LIABILITYAsserted Liability") that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "CLAIMS NOTICEClaims Notice") to the party or parties obligated to provide indemnification pursuant to Section 6.2 7.2 or 6.3 7.3 (collectively, the "INDEMNIFYING PARTYIndemnifying 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bearcom Group Inc), Asset Purchase Agreement (Wireless International Inc)

Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "INDEMNITEE") of notice of any demand, claim claim, circumstance or circumstance Tax Audit which would or might give rise to a claim by, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (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 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Preferred Employers Holdings Inc), Stock Purchase Agreement (Preferred Employers Holdings Inc)

Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "INDEMNITEEIndemnitee") of notice of any demand, claim or circumstance or Tax Audit which would or might give rise to a claim by, or the commencement (or threatened commencement) of any action, proceeding or investigation (an "ASSERTED LIABILITY") that may result in a LossLoss (an "Asserted Liability"), the Indemnitee shall give prompt notice thereof (the "CLAIMS NOTICEClaims Notice") to the party or parties obligated to provide indemnification pursuant to Section Sections 6.2 or 6.3 (collectively, the "INDEMNIFYING PARTYIndemnifying 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Toymax International Inc)

Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "INDEMNITEEIndemnitee") of notice of any demand, claim claim, circumstance or circumstance 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 LIABILITYAsserted Liability") that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "CLAIMS NOTICEClaims Notice") to the party or parties obligated to provide indemnification pursuant to Section 6.2 8.2 or 6.3 8.3 (collectively, the "INDEMNIFYING PARTYIndemnifying 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lund International Holdings Inc)

Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "INDEMNITEEIndemnitee") of notice of any demand, claim claim, circumstance or circumstance 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 LIABILITYAsserted Liability") that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "CLAIMS NOTICEClaims Notice") to the party or parties obligated to provide indemnification pursuant to Section 6.2 or 6.3 (collectively, the "INDEMNIFYING PARTYIndemnifying 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Family Bargain Corp)

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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 written notice thereof (the "CLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Section 6.2 7.2 or 6.3 7.3 hereof (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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Preferred Employers Holdings Inc)

Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "INDEMNITEEIndemnitee") of notice of any demand, claim Claim, circumstance or circumstance Tax audit which would or might give rise to a claim Claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "ASSERTED LIABILITYAsserted Liability") that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "CLAIMS NOTICEClaims Notice") to the party or parties obligated to provide indemnification pursuant to Section 6.2 or 6.3 (collectively, the "INDEMNIFYING PARTYIndemnifying 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transtech Industries Inc)

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 or Tax Audit which would or might give rise to a claim by, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "ASSERTED LIABILITY") that may result in a Loss), the Indemnitee shall give prompt written notice thereof (the "CLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Section 6.2 Sections 7.2 or 6.3 7.3 (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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Toymax International Inc)

Notice and Opportunity to Defend Third Party Claims. (a) Promptly after receipt by any party hereto (the "INDEMNITEEIndemnitee") of notice of any demand, claim claim, circumstance or circumstance 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 LIABILITYAsserted Liability") that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "CLAIMS NOTICEClaims Notice") to the party or parties obligated to provide indemnification pursuant to Section 6.2 7.2 or 6.3 7.3 (collectively, the "INDEMNIFYING PARTYIndemnifying 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Computer Marketplace Inc)

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