Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party has under Section 6.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "Liability Claim"), such Party (the "Indemnified Party") shall give notice of such Liability Claim (a "Claims Notice") to the other Party (the "Indemnifying Party"). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the either Buyer or Seller, on the one hand, or the Purchaser, on the other handas applicable, becomes aware of any claim that such Party party has under Section 6.1 7.1(a) or Section 7.1(b) that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 7.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerSeller Group becomes, on the one hand, or the PurchaserPurchaser becomes, on the other hand, becomes aware of any claim that such Party it or they has or have under Section 6.1 7.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such the Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must shall describe the Liability Claim in reasonable detail and must 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 6.2 will 7.2(a) shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party Party, except and only to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerAssignor, on the one hand, or the PurchaserAssignee, on the other hand, becomes aware of any claim that such Party it or they has or have under Section 6.1 hereof that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim thereof (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must shall describe the Liability Claim in reasonable detail detail, and must 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 6.2 will shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Sellerany Company Party, on the one hand, or the Purchaserany Investor Party, on the other hand, becomes aware of any claim event or condition that such Party has under Section 6.1 that may could reasonably be expected to result in a Loss for which such that Party is entitled to indemnification hereunder under Section 10.1 (a "Liability “Claim"”), such that Party (the "Indemnified Party"“Beneficiary”) shall will give notice of such Liability the Claim (a "“Claims Notice"”) to the other Party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must to the extent feasible indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnified PartyBeneficiary. No delay in or failure to give a Claims Notice by the Indemnified Party Beneficiary to the Indemnifying Party pursuant to this Section 6.2 10.2 will adversely affect any of the other rights or remedies that the Indemnified Party Beneficiary has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party Beneficiary except to the extent that such delay or failure has actually prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party has under Section 6.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Sellereither Buyer or RCP, on the one hand, or the Purchaser, on the other handas applicable, becomes aware of any claim that such Party party has under Section 6.1 9.1(a) or Section 9.1(b) that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 9.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that actually prejudiced by such delay or failure has prejudiced the Indemnifying Partyfailure.

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, a Seller Indemnitee or the Purchaser, on the other hand, a Buyer Indemnitee becomes aware of any direct or third party claim that such Party party has under Section 6.1 11.1 that may result in a Loss for which such Party party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must indicate the amount (estimatedamount, if necessary calculated in good faith 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 6.2 11.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerMembers, on the one hand, or the Purchasera Buyer Indemnitee, on the other hand, becomes aware of any direct or third-party claim that such Party party has under Section 6.1 8.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 8.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerSeller Representative, on the one hand, or the Purchasera Buyer Indemnitee, on the other hand, becomes aware of any direct or third-party claim that such Party party has under Section 6.1 9.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "Claims “Claim Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Claim Notice must describe the Liability Claim in reasonable detail and must 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 Claim Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 6.2 9.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party Party, except to the extent that such delay or failure has materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party it has under Section 6.1 9.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give written notice of such Liability Claim thereof (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail detail, and must indicate the amount (reasonably 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 6.2 9.2(a) will adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has actually prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerSeller Group becomes, on the one hand, or the PurchaserPurchaser becomes, on the other hand, becomes aware of any claim that such Party it or they has or have under Section 6.1 7.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such the Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must shall describe the Liability Claim in reasonable detail and must 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 6.2 will 7.2(a) shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party Party, except and only to the extent that such delay or failure has prejudiced the Indemnifying Party.. (b)

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, Seller or the PurchaserBuyer, on as the other handcase may be, becomes aware of any claim that such Party it has under Section 6.1 SECTION 12.1 hereof that may would reasonably be expected to result in a Loss for which such Party is entitled to indemnification hereunder (a "Liability ClaimLIABILITY CLAIM"), such Party party (the "Indemnified PartyINDEMNIFIED PARTY") shall give notice of such Liability Claim thereof (a "Claims NoticeCLAIMS NOTICE") to the other Party party (the "Indemnifying PartyINDEMNIFYING PARTY"). A Claims Notice must describe the Liability Claim in reasonable detail detail, and must 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 6.2 SECTION 12.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or will alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable Promptly after the SellerSellers or the Sellers Representative, on the one hand, or the Purchasera Buyer Indemnitee, on the other hand, becomes aware of any direct or third-party claim that such Party party has under Section 6.1 8.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (being the Sellers Representative, in the case of the Sellers) (the "“Indemnified Party"”) shall give written notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must detail, indicate the amount (estimated, if necessary and to the extent feasiblethat the nature and amount are known at the time or an estimate can be provided) of the Loss that has been or may be suffered or incurred by the Indemnified Party, a reasonable explanation for the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party, and a demand for payment of such Loss. No Subject to Section 8.3(a), no delay in or failure to give in giving a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 6.2 8.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the either a Buyer or Seller, on the one hand, or the Purchaser, on the other handas applicable, becomes aware of any claim that such Party party has under Section 6.1 7.1(a) or Section 7.1(b) that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 7.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerShareholders, on the one hand, or the PurchaserBuyer or the Parent, on the other hand, becomes aware of any claim that such Party party has under Section 6.1 7.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "Liability Claim"), such Party party (the "Indemnified Party") shall give notice of such Liability Claim (a "Claims Notice") to the other Party party or parties (the "Indemnifying Party"). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 7.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Sellerany Xxxxxx Party, on the one hand, EControls Party or the PurchaserCompany, on the other handas applicable, becomes aware of any claim that such Party it or they has or have under Section 6.1 10.2, Section 10.3 or Section 10.4, as applicable, that may result in a Loss for which such Party is entitled to indemnification hereunder Losses (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim thereof (a "“Claims Notice"”) to the party responsible for indemnifying for such Losses (the “Indemnifying Party”) and each other Party (the "Indemnifying Party")to this Agreement. A Claims Notice must describe the Liability Claim in reasonable detail and must 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 failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 6.2 10.5(a) will adversely affect any of the other rights or remedies (with respect to indemnification) that the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Sellereither Buyer or Sellers, on the one hand, or the Purchaser, on the other handas applicable, becomes aware of any claim that such Party party has under Section 6.1 7.1(a) or Section 7.1(b) that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 7.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerSellers, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party has under Section 6.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, or the Purchasera Buyer Indemnitee, on the other hand, becomes aware of any direct or third-party claim that such Party party has under Section 6.1 11.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party parties, as the case may be (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 11.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Parent or the Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party it has or they have under Section 6.1 SECTION 12.2 hereof that may result in a Loss for which such Party is entitled to indemnification hereunder (a "Liability ClaimLIABILITY CLAIM"), such Party party (the "Indemnified PartyINDEMNIFIED PARTY") shall give notice of such Liability Claim thereof (a "Claims NoticeCLAIMS NOTICE") to the other Party party (the "Indemnifying PartyINDEMNIFYING PARTY"). A Claims Notice must shall describe the Liability Claim in reasonable detail detail, and must 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 6.2 will SECTION 12.3(A) shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any direct or third-party claim that such Party it or they has or have under Section 6.1 11.1 hereof that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim thereof (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 11.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except Party, to the extent that such delay or failure has not actually prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, or the Purchaser, on the other hand, an Indemnitee becomes aware of any direct or third party claim that such Party party has under Section 6.1 9.2 or 9.3, as applicable, that may result in a Loss for which such Party party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must indicate the amount (estimatedamount, if necessary calculated in good faith 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 6.2 9.9(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerSeller Group, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party has under Section 6.1 that may result in a Loss Loss, but for which such Party is it or they are entitled to indemnification hereunder under Section 11.1 hereof (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim thereof (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must shall describe the Liability Claim in reasonable detail detail, and must 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 6.2 will 11.2(a) shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerShareholders, on the one hand, or the PurchaserBuyer, on the other hand, becomes aware of any claim that such Party party has under Section 6.1 7.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party party or parties (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 7.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, or the PurchaserBuyer, on the other hand, becomes aware of any claim that such Party party has under Section 6.1 9.1 that may result in a Loss for which such Party party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 9.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, or MCP or the Purchaser, on the other hand, becomes aware of any claim that such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party) has under Section 6.1 7.1 that may result in a Loss for which such Party (or, with respect to the Purchaser, any Purchaser Indemnified Party) is entitled to indemnification hereunder (a "“Liability Claim"”), such Party (the "“Indemnified Party"”) shall give notice of such Liability Claim (a "“Claims Notice"”) to the other Party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 7.2(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after the Seller, on the one hand, Seller or the Purchaser, on the other hand, Buyer becomes aware of any claim that such Party party has under Section 6.1 9.1 or 9.2 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give written notice of such Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must describe the Liability Claim in reasonable detail and must 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 6.2 9.3 will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party; provided, however, that all Liability Claims made in connection with this Agreement must be made within the relevant time periods set forth in Section 9.4.

Notice of Asserted Liability. As soon as is reasonably practicable after the SellerSeller Group, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such Party has under Section 6.1 that may result in a Loss Loss, but for which such Party is it or they are entitled to indemnification hereunder under Section 9.1 hereof (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such Liability Claim thereof (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must shall describe the Liability Claim in reasonable detail detail, and must 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 6.2 will 9.2(a) shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

Notice of Asserted Liability. As soon as is reasonably practicable after any of the SellerSeller Parties become, on the one hand, or the PurchaserPurchaser becomes, on the other hand, becomes aware of any claim that such Party it or they has or have under Section 6.1 7.1 that may result in a Loss for which such Party is entitled to indemnification hereunder (a "“Liability Claim"”), such Party party (the "“Indemnified Party"”) shall give notice of such the Liability Claim (a "“Claims Notice"”) to the other Party party (the "“Indemnifying Party"”). A Claims Notice must shall describe the Liability Claim in reasonable detail and must 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 6.2 will 7.2(a) shall adversely affect any of the other rights or remedies that which the Indemnified Party has under this Agreement Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party Party, except and only to the extent that such delay or failure has prejudiced the Indemnifying Party.