Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. (a) Promptly after receipt by any Seller Indemnified Party or Traffix Indemnified Party (the “Indemnitee”) of notice of any demand, claim or circumstance 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 any Claim, the Indemnitee shall promptly give notice thereof (the “Claims Notice”) to the party obligated to provide indemnification pursuant to Section 8.2 or 8.3 (the “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability in reasonable detail, shall contain supporting documentation (if applicable), and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Claims that have been or may be suffered by the Indemnitee. No indemnification obligation shall be imposed upon an Indemnifying Party unless a proper Claims Notice is given to that Indemnifying Party on or before the last day of the survival period for the representation, warranty, or covenant, the alleged breach of which forms the basis for the Claim.

Notice and Opportunity to Defend. (a) Promptly after receipt by any Seller Indemnified Party The party or Traffix Indemnified Party parties claiming indemnification hereunder (the “Indemnitee”"Indemnified Party") of shall give the other party (the "Indemnifying Party") written notice of any demandclaim, claim event, misrepresentation, breach or circumstance which, with the lapse of time, would or might give occurrence giving rise to a Claim or the commencement such claim for indemnification within thirty (or threatened commencement30) business days of its discovery of any actionsuch claim, proceeding event, misrepresentation, breach or investigation occurrence (an “Asserted Liability”) that may result or, in any Claimthe event the Indemnified Party shall be served with process, the Indemnitee such party shall promptly give notice deliver a copy thereof (the “Claims Notice”) to the party obligated to provide indemnification pursuant to Section 8.2 or 8.3 Indemnifying Party within fifteen (15) business days of receipt thereof by the “Indemnifying Indemnified Party”). The Claims Notice Failure to give such notice or deliver such copy within the aforesaid applicable time period shall describe not release the Asserted Liability in reasonable detailIndemnifying Party from any liability therefor under the provisions of this Agreement, shall contain supporting documentation (if applicable), and shall indicate the amount (estimated, if necessary and except to the extent feasible) of the Claims that have been or may be suffered Indemnifying party is damaged by the Indemniteesuch failure. No indemnification obligation shall be imposed upon an The Indemnifying Party unless a proper Claims Notice is given to that Indemnifying Party on or before shall have the last day of the survival period for the representation, warranty, or covenant, the alleged breach of which forms the basis for the Claim.right at its sole cost and expense to:

Notice and Opportunity to Defend. (a) Promptly after receipt by any Seller Indemnified Party or Traffix Indemnified Party Person entitled to indemnity under this Agreement (the an “Indemnitee”) of notice of any demand, claim or circumstance circumstances which, with the lapse of time, would or might give rise to a Claim claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”) that may result in any Claima Loss, the Indemnitee shall promptly give written notice thereof (the a “Claims Notice”) to the party any other Party (or Parties) who is or may be obligated to provide indemnification pursuant to Section 8.2 9.2 or 8.3 9.3 (the “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability in reasonable detail, shall contain supporting documentation (if applicable), detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Claims Loss that have has been or may be suffered by the Indemnitee. No indemnification obligation Notwithstanding the foregoing, the failure of an Indemnitee to give a Claims Notice shall be imposed upon an not affect the obligations of the Indemnifying Party unless a proper Claims Notice is given to that Indemnifying Party on or before the last day of the survival period for the representation, warranty, or covenant, the alleged breach of which forms the basis for the ClaimIndemnitee under this Article IX.

Notice and Opportunity to Defend. (a) Promptly after (i) receipt by any Seller Indemnified Party or Traffix Indemnified Party party hereto ("the “Indemnitee”") of notice of any demand, claim or circumstance circumstances (written or oral) which, with the lapse of time, would or might give rise to a Claim claim or the commencement (or threatened commencement) of any action, proceeding or investigation investigation, or (an “Asserted Liability”ii) a party obtaining knowledge of any inaccuracy in or breach of a representation or warranty contained in this Agreement that may result in any Claima Loss (an "Asserted Liability"), the Indemnitee shall promptly give notice thereof (the “"Claims Notice”") to the party obligated to provide indemnification pursuant to Section 8.2 Sections 4.2 or 8.3 4.3 (the “"Indemnifying Party”"), provided, however, the failure to so notify the Indemnifying Party promptly shall not relieve such party from any liability which such party may have under this Section 4 unless such failure prejudices the Indemnifying Party in fulfilling its obligations. The Claims Notice shall must describe the Asserted Liability in reasonable detail, shall contain supporting documentation (if applicable), and shall must indicate the amount (estimated, if necessary and to the extent feasible) of the Claims Loss that have has been or may be suffered by the Indemnitee. No indemnification obligation shall be imposed upon an Indemnifying Party unless a proper Claims Notice is given to that Indemnifying Party on or before the last day of the survival period for the representation, warranty, or covenant, the alleged breach of which forms the basis for the Claim.