Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly after receipt by an Indemnitee of notice of any demand, claim or circumstances, which, with the lapse of time, would give rise to a claim or the commencement (or the threatened commencement of) any action, proceeding or investigation (an "ASSERTED LIABILITY") that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2, as applicable, the Indemnitee shall give notice thereof (the "CLAIMS NOTICE") to the Indemnifying Party; PROVIDED that, for purposes of this Section 10.5.1 delivery of the Claims Notice to the Sellers' Representative shall be deemed delivery of such notice to each Seller in its, and all of the Sellers in their capacity as an 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 Losses that have been or may be suffered by the Indemnitee. The failure of an Indemnitee to provide a Claims Notice with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced thereby.

Notice of Asserted Liability. With respect In order for a Buyer Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) to third party claims, all claims be entitled to any indemnification provided for indemnification by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly after receipt by an Indemnitee Agreement in respect of, arising out of notice of any demand, claim or circumstances, which, with the lapse of time, would give rise to involving a Loss or a claim or the commencement (or the threatened commencement of) any action, proceeding or investigation (an "ASSERTED LIABILITY") demand that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2a Loss (a “Liability Claim”), as applicable, the Indemnitee such Indemnified Party shall give deliver notice thereof to the Party against whom indemnity is sought (the "CLAIMS NOTICE") to the “Indemnifying Party; PROVIDED that, for purposes ”) promptly after receipt by such Indemnified Party of this Section 10.5.1 delivery written notice of the Claims Notice Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the Sellers' Representative shall be deemed delivery amount or method of computation of the amount of such notice to each Seller in its, and all of the Sellers in their capacity as an Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount claim (estimated, if necessary, necessary and to the extent feasible) of the Losses that have been ). No delay in or may be suffered failure to give a Claim Notice by the Indemnitee. The failure of an Indemnitee Indemnified Party to provide a Claims Notice with reasonable promptness shall not the Indemnifying Party pursuant to this Section 8.4(a) will adversely affect any indemnification obligations hereunder except 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 to the extent that such delay or failure has not materially prejudiced the Indemnifying Party is actually and materially prejudiced therebyParty.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly after receipt by an Indemnitee any ---------------------------- party hereto (the "Indemnitee") of notice of any demand, claim or circumstances, which, with the lapse of time, would circumstances which could give rise to a claim or the commencement (or the threatened commencement ofThreatened commencement) of any action, proceeding or investigation (an "ASSERTED LIABILITYAsserted Liability") that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2, as applicablea Loss, the Indemnitee shall give notice thereof (the "CLAIMS NOTICEClaims Notice") to the other party or parties obligated to provide indemnification or payment pursuant to Section 9.1 or 9.2 (the "Indemnifying --- --- Party; PROVIDED that, for purposes of this Section 10.5.1 delivery of the Claims Notice to the Sellers' Representative shall be deemed delivery of such notice to each Seller in its, and all of the Sellers in their capacity as an 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 Losses Loss that have has been or may be suffered by the Indemnitee. The In no event shall the Indemnitee's failure of an Indemnitee to provide give a Claims Notice with reasonable promptness shall not adversely affect to the Indemnifying Party relieve the Indemnifying Party of any indemnification obligations hereunder liability under this Article IX except to the extent that the Indemnifying Party is actually and can establish that the Indemnitee's failure to give such Claims Notice materially prejudiced therebythe Indemnifying Party's ability to adequately defend such claim.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly after receipt by an Indemnitee any party hereto (the "Indemnitee") of notice of any demand, claim or circumstances, circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or the threatened commencement ofcommencement) of any action, proceeding or investigation (an "ASSERTED LIABILITY") that may result in any Losses to which are subject such Indemnitee is entitled to indemnification under Sections 10.1 or 10.2, as applicablehereunder, the Indemnitee shall promptly give notice thereof (the "CLAIMS NOTICE") to any other party obligated to provide indemnification pursuant to Section 5.2 or 5.3 (the "INDEMNIFYING PARTY"), PROVIDED, HOWEVER, that the failure to promptly notify the Indemnifying Party; PROVIDED thatParty shall not relieve him or it, for purposes of this Section 10.5.1 delivery of as the Claims Notice case may be, from any liability which such Indemnifying Party may have to any Indemnitee except to the Sellers' Representative shall be deemed delivery of extent that such notice to each Seller in its, and all of the Sellers in their capacity as an Indemnifying PartyParty is prejudiced thereby. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses that have been or may be suffered by the Indemnitee. The failure of an Indemnitee to provide a Claims Notice with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced thereby.

Notice of Asserted Liability. With respect The party making a claim under this Section 8 is referred to third as the "Indemnitee," and the party claims, all against who such claims for indemnification are asserted under this Section 8 is referred to as the "Indemnifying Party". All claims by any Indemnitee under this Article 10 shall Section 8 will be asserted and resolved as follows: Promptly after receipt by an the Indemnitee of notice of any demandclaim, claim or circumstances, which, with the lapse of time, would give rise to a claim or the commencement (or the threatened commencement of) including any action, proceeding or investigation (an "ASSERTED LIABILITYAsserted Liability") that may is reasonably likely to result in Losses which are subject to indemnification under Sections 10.1 or 10.2, as applicablea Loss, the Indemnitee shall give notice thereof (the "CLAIMS NOTICEClaim Notice") to the Indemnifying Party; PROVIDED that, for purposes of this Section 10.5.1 delivery . (In the case of the Claims Notice to the Sellers' Representative shall be deemed delivery of such , notice to each Seller in its, and Mr Pxxxxxx on behalf of all of the Sellers in their capacity as an Indemnifying Partywill be proper notice under this Section). The Claims failure to deliver a Claim Notice shall will not relieve the Indemnifying Party of its obligations hereunder except to the extent that the resulting delay is materially prejudicial to the defence of any claim. The Claim Notice will describe the Asserted Liability in reasonable detail, detail and shall will indicate the amount (estimated, if necessary, and to the extent feasiblefeasible but in no event binding) of the Losses Loss that have has been or may be suffered by the Indemnitee. The failure of an Indemnitee to provide a Claims Notice with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced thereby.

Notice of Asserted Liability. With respect The party making a claim under this Section 9 is referred to third as the “Indemnified Party,” and the party claims, all against whom such claims for indemnification are asserted under this Section Nine is referred to as the “Indemnifying Party.” All claims by any Indemnitee Indemnified Party under this Article 10 Section 9 shall be asserted and resolved as follows: Promptly after After receipt by an Indemnitee the Indemnified Party of notice of any demand, claim or circumstances, which, with the lapse of time, circumstances which would give rise to a claim for indemnification hereunder or the commencement (or the threatened commencement of) of a claim including any action, proceeding or investigation (an "ASSERTED LIABILITY") that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2Damages (each, as applicablean “Asserted Liability”), the Indemnitee Indemnified Party shall give notice thereof of such Asserted Liability (the "CLAIMS NOTICE"“Claims Notice”) to the Indemnifying Party; PROVIDED that. The failure to give such notice shall not, for purposes however, relieve the Indemnifying Party of this Section 10.5.1 delivery of the Claims Notice its indemnification obligations, except to the Sellers' Representative shall be deemed delivery extent that the Indemnifying Party forfeits material rights or defenses by reason of such notice to each Seller in its, and all of the Sellers in their capacity as an Indemnifying Partyfailure. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Damages that have been or may be suffered by the Indemnitee. The failure of an Indemnitee to provide a Claims Notice with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced therebyIndemnified Party.

Notice of Asserted Liability. With respect In order for a Purchaser Indemnified Party or Sellers Indemnified Party (the “Indemnified Party”) to third party claims, all claims be entitled to any indemnification provided for indemnification by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly after receipt by an Indemnitee Agreement in respect of, arising out of notice of any demand, claim or circumstances, which, with the lapse of time, would give rise to involving a Loss or a claim or the commencement (or the threatened commencement of) any action, proceeding or investigation (an "ASSERTED LIABILITY") demand that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2a Loss (a “Liability Claim”), as applicable, the Indemnitee such Indemnified Party shall give deliver notice thereof to the Party against whom indemnity is sought (the "CLAIMS NOTICE") to the “Indemnifying Party; PROVIDED that, for purposes ”) promptly after receipt by such Indemnified Party of this Section 10.5.1 delivery written notice of the Claims Notice Liability Claim (the “Claim Notice”), describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the Sellers' Representative shall be deemed delivery amount or method of computation of the amount of such notice to each Seller in its, and all of the Sellers in their capacity as an Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount claim (estimated, if necessary, necessary and to the extent feasible) of the Losses that have been ). No delay in or may be suffered failure to give a Claim Notice by the Indemnitee. The failure of an Indemnitee Indemnified Party to provide a Claims Notice with reasonable promptness shall not the Indemnifying Party pursuant to this Section 11.5(a) will adversely affect any indemnification obligations hereunder except 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 to the extent that such delay or failure has not materially prejudiced the Indemnifying Party is actually and materially prejudiced therebyParty.

Notice of Asserted Liability. With respect The party making a claim under this Article 11 is referred to third as the "Indemnitee," and the party claims, all against whom such claims for indemnification are asserted under this Article 11 is referred to as the "Indemnifying Party." All claims by any Indemnitee under this Article 10 11 shall be asserted and resolved as follows: Promptly after receipt by an the Indemnitee of notice of any demand, claim or circumstances, circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or the threatened commencement ofcommencement) of a claim for indemnification under this Article 11, including any action, proceeding or investigation (an "ASSERTED LIABILITYAsserted Liability") that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2, as applicablea Loss, the Indemnitee shall give notice thereof (the "CLAIMS NOTICEClaims Notice") to the Indemnifying Party; PROVIDED provided, that, for purposes of this Section 10.5.1 delivery of the Claims Notice failure to give notice shall not effect the Indemnifying Party's obligations hereunder except to the Sellers' Representative shall be deemed delivery of such notice to each Seller in its, and all of the Sellers in their capacity as an Indemnifying Partyextent it is materially prejudiced thereby. 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 Losses Loss that have has been or may be suffered by the Indemnitee. The failure of an Indemnitee to provide a Claims Notice with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced thereby.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly after receipt by an Indemnitee any party hereto (the "Indemnitee") of notice of any demand, claim or circumstances, circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or the threatened commencement ofcommencement) of any action, proceeding or investigation (an "ASSERTED LIABILITYAsserted Liability") that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2, as applicablea Loss, the Indemnitee shall give notice thereof (the "CLAIMS NOTICEClaims Notice") to any other party (or parties) obligated to provide indemnification pursuant to Section 9.01 or 9.02 (the "Indemnifying Party; PROVIDED that, for purposes of this Section 10.5.1 delivery of the Claims Notice to the Sellers' Representative shall be deemed delivery of such notice to each Seller in its, and all of the Sellers in their capacity as an Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnitee. The failure of an If the Indemnitee fails to provide a promptly render the Claims Notice with reasonable promptness on the Indemnifying Party, such claim shall not adversely affect any indemnification obligations hereunder except be deemed an indemnifiable Asserted Liability. A Claims Notice shall be deemed to the extent that have been promptly rendered if it gave reasonable time to the Indemnifying Party is actually and materially prejudiced therebyto adequately defend itself in due course against any such claim.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly after receipt by an Indemnitee any party hereto (the "Indemnitee") of notice of any demand, claim or circumstances, which, with the lapse of time, circumstances which would give rise to a claim or the commencement (or the threatened commencement ofcommencement) of any action, proceeding or investigation (an "ASSERTED LIABILITYAsserted Liability") that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2, as applicablea Loss, the Indemnitee shall give notice thereof (the "CLAIMS NOTICEClaims Notice") to any other party (or parties) obligated to provide indemnification or payment pursuant to Section 12.1 or 12.2 (the "Indemnifying Party; PROVIDED that"), for purposes of this Section 10.5.1 delivery of the Claims Notice subject to the Sellers' Representative shall be deemed delivery of such notice to each Seller procedures contained in its, and all of the Sellers in their capacity as an Indemnifying PartySection 12.3.3. The Claims Notice shall describe the Asserted Liability in reasonable detail, detail and shall indicate the amount (estimated, if necessary, necessary and to the extent feasible) of the Losses Loss that have has been or may be suffered by the Indemnitee. The In no event shall the Indemnitee's failure of an Indemnitee to provide give a Claims Notice with reasonable promptness shall not adversely affect to the Indemnifying Party relieve the Indemnifying Party of any indemnification obligations hereunder liability under this Section 12 except to the extent that the Indemnifying Party is actually and can establish that the Indemnitee's failure to give such Claims Notice materially prejudiced therebythe Indemnifying Party's ability to adequately defend such claim.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly Within 5 Business Days after receipt by an Indemnitee the Indemnified Party of notice of the commencement of any demandaction or proceeding, the assertion of any claim by a third party, the imposition of any penalty or circumstances, which, with the lapse of time, would give rise to assessment or a claim or not involving a third party for which the commencement (or the threatened commencement of) any action, proceeding or investigation (an "ASSERTED LIABILITY") Indemnified Party seeks to be indemnified that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2Damages (each, as applicablean “Asserted Liability”), the Indemnitee Indemnified Party shall give written notice thereof of such Asserted Liability (the "CLAIMS NOTICE"“Claims Notice”) to the Indemnifying Party; PROVIDED that. The failure to give such prompt written notice shall not, for purposes however, relieve the Indemnifying Party of this Section 10.5.1 delivery of the Claims Notice its indemnification obligations, except and only to the Sellers' Representative shall be deemed delivery extent that the Indemnifying Party is materially and irreparably prejudiced by reason of such notice to each Seller in itsfailure. To the extent then known by the Indemnified Party, and all of the Sellers in their capacity as an Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate including (i) the amount representation, warranty, covenant or agreement that is alleged to have been Breached, (estimatedii) the basis for such allegation, if necessaryincluding the provision of supporting documentation, and to (iii) if known, the extent feasible) aggregate amount of the Losses that have been or may be suffered by the IndemniteeDamages for which a claim is being made under this Article IX. The failure of an Indemnitee to provide a Claims Notice Indemnified Party will consult with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced therebywith respect to any possible mitigation, action or defense to the matter giving rise to any claim or potential claim against the Indemnifying Party, or any possible right of recovery against a third party in respect of such matter.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnitee under this Article 10 shall be asserted and resolved as follows: Promptly after receipt by an Indemnitee any party hereto (the “Indemnitee”) of notice of any demand, claim or circumstances, which, with the lapse of time, would circumstances which could give rise to a claim or the commencement (or the threatened commencement ofcommencement) of any action, proceeding or investigation (an "ASSERTED LIABILITY"“Asserted Liability”) that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2, as applicablea Loss, the Indemnitee shall give notice thereof (the "CLAIMS NOTICE"a “Claims Notice”) to the other party or parties (including Purchaser Indemnitors) obligated to provide indemnification or payment pursuant to Section 7.1 or 7.2 (the “Indemnifying Party; PROVIDED that, for purposes of this Section 10.5.1 delivery of the Claims Notice to the Sellers' Representative shall be deemed delivery of such notice to each Seller in its, and all of the Sellers in their capacity as an 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 Losses Loss that have has been or may be suffered by the Indemnitee. The In no event shall the Indemnitee’s failure of an Indemnitee to provide give a Claims Notice with reasonable promptness shall not adversely affect to the Indemnifying Party relieve the Indemnifying Party of any indemnification obligations hereunder liability under this Article 7 except to the extent that the Indemnifying Party is actually and can establish that the Indemnitee’s failure to give such Claims Notice materially prejudiced therebythe Indemnifying Party’s ability to adequately defend such claim or any related or other claim.

Notice of Asserted Liability. With respect to third party claims, all claims for indemnification by any Indemnitee the Indemnified Party under this Article 10 Section 4 shall be asserted and resolved as follows: Promptly promptly after discovery of or receipt by an Indemnitee the Indemnified Party of notice of any demand, claim or circumstances, which, with the lapse of time, would are reasonably expected to give rise to a claim or the commencement (or the threatened commencement ofcommencement) of any action, proceeding or investigation (an "ASSERTED LIABILITY") “Asserted Liability”), that may result in Losses which are subject to indemnification under Sections 10.1 or 10.2, as applicablehereunder, the Indemnitee Indemnified Party shall give written notice thereof (the "CLAIMS NOTICE"“Claims Notice”) to the Indemnifying Party; PROVIDED that, for purposes of this Section 10.5.1 delivery of the Claims Notice to the Sellers' Representative shall be deemed delivery of such notice to each Seller in its, and all of the Sellers in their capacity as an Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail, to the extent possible, and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the IndemniteeIndemnified Party. The failure of an Indemnitee the Indemnified Party to provide a Claims Notice with reasonable promptness shall not adversely affect any indemnification obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced thereby.