Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. Promptly after receipt by an indemnified party hereunder of notice of any demand, claim or circumstances which, with or without the passage of time, could 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, such indemnified party must give written notice thereof (the “Claims Notice”) to the indemnifying party. The Claims Notice must describe the Asserted Liability in reasonable detail and indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by such indemnified party and will include a statement as to the basis for the indemnification sought. Failure to provide a Claims Notice in a timely manner will not be deemed a waiver of the indemnified party’s right to indemnification other than to the extent that such failure prejudices the defense of the claim by the indemnifying party.

Appears in 5 contracts

Samples: Indemnity Reinsurance Agreement (Protective Life Insurance Co), Indemnity Reinsurance Agreement (Protective Life & Annuity Insurance Co), Indemnity Reinsurance Agreement (Protective Life Corp)

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Notice of Asserted Liability. Promptly after receipt by an indemnified party hereunder of notice of any demand, claim or circumstances which, with or without the passage lapse of time, could would 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, such indemnified party must shall give written notice thereof (the “a "Claims Notice") to the indemnifying party. The Claims Notice must shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by such indemnified party and will shall include a statement as to the basis for the indemnification sought. Failure to provide a Claims Notice in a timely manner will shall not be deemed a waiver of the indemnified party’s 's right to indemnification other than to the extent that such failure prejudices the defense of the claim by the indemnifying party.

Appears in 3 contracts

Samples: Transfer Agreement (Jackson VFL Variable Life Separate Account), Transfer Agreement (Jackson VFL Variable Annuity Separate Account), Transfer Agreement (Jackson VFL Variable Annuity Separate Account)

Notice of Asserted Liability. Promptly after receipt by an indemnified party hereunder of notice of any demand, claim or circumstances which, with or without the passage lapse of time, could 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, such indemnified party must shall give written notice thereof (the “Claims Notice”) to the indemnifying party. The Claims Notice must shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by such indemnified party and will shall include a statement as to the basis for the indemnification sought. Failure to provide a Claims Notice in a timely manner will shall not be deemed a waiver of the indemnified party’s right to indemnification other than to the extent that such failure prejudices the defense of the claim by the indemnifying party.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Protective Life Corp), Stock and Asset Purchase Agreement (Protective Life Insurance Co)

Notice of Asserted Liability. Promptly after receipt by an indemnified party hereunder of notice of any demand, claim or circumstances which, with or without the passage lapse of time, could would 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, such indemnified party must shall give written notice thereof (the "Claims Notice") to the indemnifying party. The Claims Notice must shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by such each indemnified party and will include a statement as to the basis for the indemnification soughtparty. Failure to provide a Claims Notice in a timely manner will shall not be deemed a waiver of the indemnified party’s 's right to indemnification other than to the extent that such failure actually prejudices the defense of the claim by the indemnifying party.

Appears in 1 contract

Samples: Asset Purchase and Transfer Agreement (Uici)

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Notice of Asserted Liability. Promptly after receipt by an indemnified party hereunder of notice of any demand, claim or circumstances which, with or without the passage lapse of time, could would 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, such indemnified party must shall give written notice thereof (the “Claims Notice”) to the indemnifying party. The Claims Notice must shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by such indemnified party and will shall include a statement as to the basis for the indemnification sought. Failure to provide a Claims Notice in a timely manner will shall not be deemed a waiver of the indemnified party’s right to indemnification other than to the extent that such failure prejudices the defense of the claim by the indemnifying party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Republic Companies Group, Inc.)

Notice of Asserted Liability. Promptly after receipt by an indemnified party hereunder of notice of any demand, claim or circumstances which, with or without the passage lapse of time, could would 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, such indemnified party must shall give written notice thereof (the "Claims Notice") to the indemnifying party. The Claims Notice must shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered by such indemnified party and will shall include a statement as to the basis for the indemnification sought. Failure to provide a Claims Notice in a timely manner will shall not be deemed a waiver of the indemnified party’s 's right to indemnification other than to the extent that such failure prejudices the defense of the claim by the indemnifying party.

Appears in 1 contract

Samples: Purchase Option Agreement (Regan Holding Corp)

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