Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party (in this context, an "Indemnitee") become aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII, the Indemnitee shall give notice thereof in the manner provided in Section 8.03 of this Agreement (the "Claims Notice") to the party (in this context, the "Indemnitor"). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(s) made by Indemnitee.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party the party entitled to Indemnification (in this context, an "Indemnitee") become becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VIIVIII, the Indemnitee shall give notice thereof in the manner provided in this Section 8.03 of this Agreement 8.4 (the "Claims Notice") to the indemnifying party (in this context, the "Indemnitor"). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect the rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's request, Indemnitee shall provide Indemnitor with full and unrestricted access to all books and records relating to the Asserted Liability, and to all employees or other persons who are knowledgeable about such reasonable documentation as Asserted Liability, in order to allow Indemnitor shall request pertaining to any claim(s) audit the status of such Asserted Liability and the payments that have been, or will be, made by Indemniteewith respect thereto.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party (in this context, an "“Indemnitee"”) become aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII, the Indemnitee shall give notice thereof in the manner provided in Section 8.03 of this Agreement (the "“Claims Notice"”) to the party (in this context, the "“Indemnitor"”). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's ’s request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(s) made by Indemnitee.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party party entitled to indemnification (in this context, an "“Indemnitee"”) become becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII11, the such Indemnitee shall give notice thereof in the manner provided in this Section 8.03 of this Agreement 11.4 (the "“Claims Notice"”) to the each indemnifying party (in this contexteach, the "an “Indemnitor"”). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Failure Subject to Section 11.1, failure of Indemnitee to promptly give notice hereunder shall not affect any rights to indemnification hereunder, except to the extent that an Indemnitor demonstrates actual material damage caused by such failure. Upon an Indemnitor's ’s request, Indemnitee shall provide each Indemnitor with reasonable access to all books and records relating to the Asserted Liability, and to all employees or other persons who are knowledgeable about such reasonable documentation as Asserted Liability, in order to allow each Indemnitor shall request pertaining to any claim(s) audit the status of such Asserted Liability and the payments that have been, or will be, made by Indemniteewith respect thereto.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party Parent or Company Indemnified Party (in this context, an "Indemnitee") the Target Stockholders become aware of any fact, condition or event that may give rise to Losses an Adverse Consequence for which indemnification may be sought under this Article VII§ 9, the Indemnitee party entitled to seek indemnification (“Indemnitee”) shall give notice thereof in the manner provided in Section 8.03 of this Agreement § 9(f)(i) (the "“Claims Notice"”) to the party (Indemnifying Party in this context, the "Indemnitor"accordance with § 12(f). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses Asserted Liability that have has been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor Indemnifying Party demonstrates actual damage caused by such failure. Upon Indemnitor's Indemnifying Party’s request, Indemnitee shall provide Indemnitor Indemnifying Party with reasonable access to all books and records relating to the Asserted Liability, and to all employees or other Persons who have material information about such reasonable documentation as Indemnitor Asserted Liability, in order to allow Indemnifying Party to audit the status of such Asserted Liability and the payments that have been, or will be, made with respect thereto; provided that the Indemnifying Party shall request pertaining to any claim(s) made by refrain from unreasonably interfering with Indemnitee’s operations while the Indemnifying Party is conducting such audit.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company Indemnified Party (in this context, an "Indemnitee") become the Sellers’ Agent becomes aware of any fact, condition or event that may give rise to Losses Damages for which indemnification may be sought under this Article VII5, the Indemnitee party entitled to indemnification (“Indemnitee”) shall give notice thereof in the manner provided in this Section 8.03 5.2 of this Agreement (the "“Claims Notice"”) to the other party (i.e. the Seller’s Agent, in this contextthe case of a claim under Section 5.1(a) hereof, of the "Buyer, in the case of a claim under Section 5.1(b) hereof) (the “Indemnitor"”). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses Damages that have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's ’s request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(s) made by Indemnitee.

Notice of Asserted Liability. Promptly after a Buyer Indemnified Party or Company APD Indemnified Party (in this context, an "“Indemnitee"”) become aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII, the Indemnitee shall give notice thereof in the manner provided in Section 8.03 of this Agreement (the "“Claims Notice"”) to the party (in this context, the "“Indemnitor"”). The Claims Notice shall include a description in reasonable detail of any claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "“Asserted Liability"”) against Indemnitee, and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by Indemnitee. Failure of Indemnitee to promptly give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Upon Indemnitor's ’s request, Indemnitee shall provide Indemnitor with such reasonable documentation as Indemnitor shall request pertaining to any claim(s) made by Indemnitee.