Common use of Notice of Asserted Liability Clause in Contracts

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.

Appears in 14 contracts

Samples: Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc)

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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 6.01 or 9.02 6.02 (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, 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 4 contracts

Samples: Stock Purchase Agreement (Resolve Staffing Inc), Agreement and Plan of Merger (Resolve Staffing Inc), Agreement and Plan of Merger (Resolve Staffing Inc)

Notice of Asserted Liability. Promptly after receipt by any party hereto (the "Indemnitee") 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") (which shall also be given as to any claims resulting from the inaccuracy of any of the Representations or Warranties or the non-fulfillment of a covenant) to any other party (or parties) obligated to provide indemnification pursuant to Section 9.01 or 9.02 7 (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 feasiblenecessary) of the Loss that has been or may be suffered by the Indemnitee.

Appears in 3 contracts

Samples: Share Exchange Agreement (Cyberfund, Inc.), Share Exchange Agreement (Forest Resources Management CORP), Stock Exchange Agreement (Interallied Group Inc /Nv/)

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 10.1 or 9.02 10.2 (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.

Appears in 3 contracts

Samples: Amended and Restated Agreement and Plan of Merger (Metromedia International Group Inc), Amended and Restated Agreement and Plan of Merger (Metromedia International Group Inc), Agreement and Plan of Merger (Metro-Goldwyn-Mayer Inc)

Notice of Asserted Liability. Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim or circumstances circumstances, which, with the a lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "the “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 7.1 or 9.02 7.2 (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, detail and shall indicate the amount (estimated, 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: Asset Transfer Agreement (PLM Equipment Growth Fund Vi), Asset Transfer Agreement (PLM Equipment Growth Fund V), Asset Transfer Agreement (PLM Equipment Growth & Income Fund Vii)

Notice of Asserted Liability. Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim or circumstances circumstances, which, with the a lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "the “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 5.1 or 9.02 5.2 (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, detail and shall indicate the amount (estimated, 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: Interest Transfer Agreement (American Railcar Industries, Inc./De), Interest Transfer Agreement (American Real Estate Partners L P)

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 9.1 or 9.02 Section 9.2 (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.. (ii)

Appears in 2 contracts

Samples: Stock Purchase Agreement (Network Systems International Inc), Stock Purchase Agreement (Network Systems International Inc)

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 Sections 6.2 or 9.02 6.3 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 feasiblenecessary) of the Loss that has been or may be suffered by the Indemnitee.

Appears in 2 contracts

Samples: Contribution Agreement (Transcend Therapeutics Inc), Contribution Agreement (Transcend Therapeutics Inc)

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 Lossany Losses, the Indemnitee Indemnitee, shall promptly give notice thereof (the a "Claims Notice") to any other party (or parties) obligated to provide indemnification pursuant to Section 9.01 or 9.02 the terms of this Agreement (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 Losses that has have been or may be suffered by the Indemnitee.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Olympic Cascade Financial Corp), Exchange Agreement and Plan of Reorganization (Olympic Cascade Financial Corp)

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 a commencement (or threatened commencement) of to any action, proceeding or investigation (an "Asserted Liability") ), that may result in a Lossloss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other the party (or parties) obligated to provide indemnification pursuant to Section 9.01 Sections 8.1, 8.2 or 9.02 8.3 (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, detail and shall indicate the amount (estimated, estimated if necessary and to the extent feasible) of the Loss loss that has been or may be suffered by the Indemnitee.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Obsidian Enterprises Inc), Put Option Agreement (Obsidian Enterprises Inc)

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 Lossany Losses, the Indemnitee shall promptly give notice thereof (the "Claims Notice") to any other party (or parties) obligated to provide indemnification pursuant to Section 9.01 10.2, 10.4 or 9.02 9.2 (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 Losses that has have been or may be suffered by the Indemnitee.

Appears in 1 contract

Samples: Exchange Agreement (Indenet Inc)

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 15 20 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

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 proceeding, Tax audit or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give written notice thereof (the "Claims Notice") to any other party (or parties) obligated to provide indemnification pursuant to Section 9.01 10.1 or 9.02 10.2 (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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ivex Packaging Corp /De/)

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 9.2 or 9.02 9.3 (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 (Gibraltar Packaging Group Inc)

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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, 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 a Lossclaim for indemnification under Section 11.1 or 11.2, the Indemnitee shall give notice thereof (the "Claims Notice") to any other the party (or parties) obligated to provide indemnification pursuant to Section 9.01 11.1 or 9.02 11.2 (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 feasiblenecessary) of the Loss loss or damage that has been or may be suffered by the Indemnitee.

Appears in 1 contract

Samples: Employment Agreement (Jmar Technologies Inc)

Notice of Asserted Liability. Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim or circumstances 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 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 6.01 or 9.02 6.02 (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, 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 (Resolve Staffing Inc)

Notice of Asserted Liability. Promptly after receipt by any party hereto (the "IndemniteeINDEMNITEE") 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 LiabilityASSERTED LIABILITY") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims NoticeCLAIMS NOTICE") to any other party (or parties) parties obligated to provide indemnification pursuant to Section 9.01 Sections 8.2 or 9.02 8.3 hereof (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 feasiblenecessary) of the Loss that has been or may be suffered by the Indemnitee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Maximus Inc)

Notice of Asserted Liability. Promptly after receipt by any party hereto (the "IndemniteeINDEMNITEE") 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 LiabilityASSERTED LIABILITY") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims NoticeCLAIMS NOTICE") to any other party (or parties) parties obligated to provide indemnification pursuant to Section 9.01 Sections 7.2 or 9.02 7.3 hereof (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 feasiblenecessary) of the Loss that has been or may be suffered by the Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ligand Pharmaceuticals Inc)

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) parties obligated to provide indemnification pursuant to Section 9.01 Sections 7.2 or 9.02 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 feasiblenecessary) of the Loss that has been or may be suffered by the Indemnitee.

Appears in 1 contract

Samples: Equity Purchase Agreement (AccelPath, Inc.)

Notice of Asserted Liability. Promptly after receipt by any party hereto (the "IndemniteeINDEMNITEE") 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 LiabilityASSERTED LIABILITY") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims NoticeCLAIMS NOTICE") to any all other party (or parties) parties obligated to provide indemnification pursuant to Section 9.01 Sections 11.2 or 9.02 11.3 hereof (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 feasiblenecessary) of the Loss that has been or may be suffered by the Indemnitee.

Appears in 1 contract

Samples: Contribution Agreement (Autocyte Inc)

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 9.1 or 9.02 Section 9.2 (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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Network Systems International Inc)

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, 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 a Lossclaim for indemnification under Section 10.1 or 10.2, the Indemnitee shall give notice thereof (the "Claims Notice") to any other the party (or parties) obligated to provide indemnification pursuant to Section 9.01 10.1 or 9.02 10.2 (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 feasiblenecessary) of the Loss loss or damage that has been or may be suffered by the Indemnitee.

Appears in 1 contract

Samples: Technology Transfer and License Agreement (Jmar Technologies Inc)

Notice of Asserted Liability. Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim or circumstances which, or 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 10.1 or 9.02 10.2 (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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Commodore Media Inc)

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