Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, becomes aware of any claim that it has under Section 9.1 that may result in a Loss (a “Liability Claim”), such Person (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim 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 Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 9.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, becomes aware of any claim that it has under Section 9.1 11.1 that may result in a Loss (a “Liability Claim”), such Person (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim 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 Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 9.2(a11.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a any Seller Indemnified Party Indemnitee or Purchaser Indemnified PartyBuyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer Indemnitee, as the case may be, becomes aware of any claim that it has under Section 9.1 that may result in a Loss be (a “Liability Claim”the "Indemnified Party"), such Person (the “Indemnified Party”) shall give written notice thereof (a “Claims "Claim Notice”") to the party hereto that from which indemnification is obligated to indemnify the Indemnified Party with respect to such claim sought (the “"Indemnifying Party”"). A Claims The Claim Notice shall describe the Liability Claim claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss Losses that has have been or may be suffered by the Indemnified Party. No delay in or The failure to give a Claims Notice by the of any Indemnified Party to the promptly give any Indemnifying Party pursuant to this Section 9.2(a) a Claim Notice shall adversely affect any of the other rights or remedies which the not preclude such Indemnified Party has from obtaining indemnification under this AgreementArticle VII, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent extent, and only to the extent, that such delay or Indemnified Party's failure has not materially actually prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. In case any Claim or litigation which may give rise to any obligation of a party under the indemnity provisions of this Agreement (aeach an “Indemnifying Party”) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, as shall come to the case may be, becomes aware attention of any claim that it has under Section 9.1 that may result in a Loss (a “Liability Claim”), such Person the party seeking indemnification hereunder (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the party hereto that is obligated to indemnify ), the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim notify 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 Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 9.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve writing promptly the Indemnifying Party of its obligation the existence and amount thereof. Failure to indemnify give such notice shall not effect the rights of the Indemnified Party hereunder, except to the extent that such delay or failure has not the Indemnifying Party shall have been materially prejudiced by such failure. The Indemnifying Party shall be entitled to participate in and if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its expense, but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party.

Notice and Opportunity to Defend. (a) As soon All claims under this Article 11 by any party entitled to indemnification under this Article 11 (an "Indemnitee") shall be asserted and resolved as is reasonably practicable follows: promptly after a Seller Indemnified Party or Purchaser Indemnified Party, as receipt by the case may be, becomes aware Indemnitee of notice of any claim that it has under Section 9.1 Claim or circumstances which, with the lapse of time, could reasonably be expected to 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 (a “Liability Claim”)Loss, such Person (the “Indemnified Party”) Indemnitee shall give prompt notice thereof (a “the "Claims Notice”") to the party hereto that from whom the Indemnitee is obligated to indemnify the Indemnified Party with respect to such claim seeking indemnification under this Article 11 (the “"Indemnifying Party”"); provided, however that failure by Indemnitee to promptly give a Claims Notice shall not affect the Indemnitee's rights hereunder unless the ability of the Indemnifying Party to defend the subject Claim is prejudiced thereby. A The Claims Notice shall describe the Asserted Liability Claim 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 Indemnified PartyIndemnitee. No delay in or failure Anything herein to give a Claims Notice by the Indemnified Party to contrary notwithstanding, if the Indemnifying Party pursuant to this Section 9.2(a) shall adversely affect any is a Seller or all of the other rights or remedies which Sellers, the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party Claims Notice shall be given to the extent that such delay or failure has not materially prejudiced the Indemnifying PartySellers' Representative.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, becomes aware of any claim that it has under Section 9.1 that may result in a Loss Damages (a “Liability Claim”), such Person (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss Damages that has have 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 9.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice and Opportunity to Defend. (a) As soon as The party making a claim under this Article IX is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, referred to as the case may be, becomes aware “Indemnitee,” and the party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party.” All Claims by any Indemnitee under this Article IX shall be asserted and resolved as follows: promptly after receipt by the Indemnitee of notice of any claim that it has under Section 9.1 Claim or circumstance which, with or without notice and/or the lapse of time, would or might give rise to a Claim (by any Person including an Indemnitee) or the commencement (or threatened commencement) of a Claim including any action, Proceeding or investigation (an “Asserted Liability”) that may result in a Loss (a “Liability Claim”)Loss, such Person (the “Indemnified Party”) Indemnitee shall give notice thereof (a the “Claims Notice”) to the party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A The Claims Notice shall describe the Asserted Liability Claim 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 Indemnified PartyIndemnitee. No delay in or In no event shall the failure to give deliver a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 9.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party obligations, except to the extent that such delay or failure has not materially prejudiced the Indemnifying PartyParty forfeits substantive rights and defenses as a result of any such failure.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a any Seller Indemnified Party Indemnitee or Purchaser Indemnified PartyBuyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 8.1 or 8.2 hereof, such Seller Indemnitee or Buyer Indemnitee, as the case may be, becomes aware of any claim that it has under Section 9.1 that may result in a Loss be (a “Liability Claim”the "Indemnified Party"), such Person (the “Indemnified Party”) shall give written notice thereof (a “Claims "Claim Notice”") to the party hereto that from which indemnification is obligated to indemnify the Indemnified Party with respect to such claim sought (the “"Indemnifying Party”"). A Claims The Claim Notice shall describe the Liability Claim claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss Losses that has have been or may be suffered by the Indemnified Party. No delay in or The failure to give a Claims Notice by the of any Indemnified Party to the promptly give any Indemnifying Party pursuant to this Section 9.2(a) a Claim Notice shall adversely affect any of the other rights or remedies which the not preclude such Indemnified Party has from obtaining indemnification under this AgreementArticle VIII, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent extent, and only to the extent, that such delay or Indemnified Party's failure has not materially actually prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party the Seller, on the one hand, or Purchaser Indemnified PartyBuyer, as on the case may beother hand, becomes become aware of any claim that it has under Section 9.1 that may result in a Covered Loss (a “Liability Claim”), such Person party (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the other party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Covered 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 9.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Buyer Indemnified Party, as the case may be, becomes aware of any claim that it has under Section 9.1 8.1 that may result in a Loss (a “Liability Claim”), such Person (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim 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 Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 9.2(a8.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that Party, unless such delay or failure has not materially prejudiced the Indemnifying Party.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a any Seller Indemnified Party Indemnitee, on the one hand, or Purchaser Indemnified PartyBuyer Indemnitee, as on the case may beother hand, becomes aware of any claim that it has under Section 9.1 that may result in a Covered Loss (a “Liability Claim”), such Person party (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to Buyer or the party hereto that is obligated to indemnify Shareholder Representative (on behalf of the Indemnified Party with respect to such claim Shareholders), as the case may be (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim in such reasonable detaildetail as is available, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Covered 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 9.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice and Opportunity to Defend. (ai) As soon as is reasonably practicable after If there occurs an event which a Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, becomes aware of any claim that it has under Section 9.1 that may result in a Loss party (a “Liability Claim”), such Person (the an “Indemnified Party”) shall give notice thereof (a “Claims Notice”asserts is an indemnifiable event pursuant to Section 9.1(a) to the party hereto that is obligated to indemnify or 9.1(b), respectively, the Indemnified Party with respect shall provide the other party obligated to such claim provide indemnification (the an “Indemnifying Party”). A Claims Notice ) promptly with written notice thereof, which notice shall describe the Liability Claim in reasonable detaildetail the basis for the Indemnified Party’s claim for indemnification. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third Person (a “Third Party Claim”), and the Indemnified Party will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding, which notice shall indicate describe in reasonable detail the amount (estimated, if necessary and basis for such claim or action to the extent feasible) of the Loss that has been or may be suffered then known by the Indemnified Party. No delay in or , but the failure to give a Claims Notice by the Indemnified Party to so notify the Indemnifying Party pursuant to this Section 9.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or will not relieve the Indemnifying Party of its obligation any liability that it may have to indemnify the any Indemnified Party Party, except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party demonstrates that the defense of such indemnifiable event is prejudiced by the Indemnified Party’s failure to give such notice.