Common use of Notice of Asserted Liability Clause in Contracts

Notice of Asserted Liability. The party making a claim under this Article VIII is referred to as the "Indemnitee," and the party against whom such claims are asserted under this Article VIII is referred to as the "Indemnifying Party." All claims by any Indemnitee under this Article VIII shall be asserted and resolved as follows: Promptly after receipt by the Indemnitee of notice of any Claim or circumstances which, with the lapse of time, would or might give rise to a Claim or the commencement (or threatened commencement) of a Claim including any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to 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: Purchase Agreement (Penncorp Financial Group Inc /De/), Purchase Agreement (Universal American Financial Corp), Purchase Agreement (Penncorp Financial Group Inc /De/)

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Notice of Asserted Liability. The party making a claim under this Article VIII VI is referred to as the "Indemnitee," and the party against whom such claims are asserted under this Article VIII VI is referred to as the "Indemnifying Party." All claims by any Indemnitee under this Article VIII VI shall be asserted and resolved as follows: Promptly after receipt by the Indemnitee of notice of any Claim or circumstances which, with the lapse of time, would or might give rise to a Claim or the commencement (or threatened commencement) of a Claim including any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to 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: Assumption Agreement (Derma Sciences, Inc.)

Notice of Asserted Liability. The party making a claim under this Article VIII 5 is referred to as the "Indemnitee," and the party against whom such claims are asserted under this Article VIII 5 is referred to as the "Indemnifying Party." ". All claims by any Indemnitee under this Article VIII 5 shall be asserted and resolved as follows: Promptly after receipt by the Indemnitee of notice of any Claim or circumstances whichclaim, with the lapse of time, would or might give rise to a Claim or the commencement (or threatened commencement) of a Claim including any action, proceeding or investigation (an "Asserted Liability") that may is reasonably likely to result in a Loss, the Indemnitee shall give notice thereof (the "Claims Claim Notice") to the Indemnifying Party. The Claims failure to deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the resulting delay is materially prejudicial to the defense of any claim. The Claim Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary necessary, and to the extent feasiblefeasible but in no event binding) of the Loss that has been or may be suffered by the Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Scotsman Holdings Inc)

Notice of Asserted Liability. The party making a claim under this Article VIII is referred to as the "Indemnitee," Promptly and the party against whom such claims are asserted under this Article VIII is referred to as the "Indemnifying Party." All claims by in any Indemnitee under this Article VIII shall be asserted and resolved as follows: Promptly case within seven (7) days after receipt by any party hereto (the Indemnitee “Indemnitee”) of notice of any Claim demand, claim or circumstances whichthat, with the lapse of time, would or might give rise to a Claim claim or the commencement (or threatened commencement) of a Claim including any action, proceeding or investigation Action (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 Sections 6.2 or 6.4 hereof (the “Indemnifying Party”); provided that the failure of any Indemnitee to give timely notice of a Third Party claim shall not affect the right to indemnification hereunder except to the extent the Indemnifying PartyParty is prejudiced by such failure. 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 (Targeted Genetics Corp /Wa/)

Notice of Asserted Liability. The party making a claim under this Article VIII is referred to as the "Indemnitee," Promptly and the party against whom such claims are asserted under this Article VIII is referred to as the "Indemnifying Party." All claims by in any Indemnitee under this Article VIII shall be asserted and resolved as follows: Promptly case within seven (7) days after receipt by any party hereto (the Indemnitee “Indemnitee”) of notice of any Claim demand, claim or circumstances whichthat, with the lapse of time, would or might give rise to a Claim claim or the commencement (or threatened commencement) of a Claim including any action, proceeding or investigation Action (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 Sections 6.2 or 6.4 hereof (the “Indemnifying Party”); provided that the failure of any Indemnitee to give timely notice of a Third Party claim shall not affect the right to indemnification hereunder except to the extent the Indemnifying PartyParty is prejudiced by such failure. 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.. * Confidential Treatment Requested

Appears in 1 contract

Samples: Asset Purchase Agreement (Targeted Genetics Corp /Wa/)

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Notice of Asserted Liability. The party making a claim under this Article VIII 11 is referred to as the "Indemnitee," and the party against whom such claims are asserted under this Article VIII 11 is referred to as the "Indemnifying Party." All claims by any Indemnitee under this Article VIII 11 shall be asserted and resolved as follows: Promptly after receipt by the an Indemnitee of notice of any Claim demand, claim or circumstances which, with the lapse of time, would or might give rise to a Claim claim or the commencement (or threatened commencement) of a Claim including any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, an Environmental Claim or Environmental Compliance Costs, the Indemnitee shall give notice thereof (the "Claims Notice") to 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 (Big Smith Brands Inc)

Notice of Asserted Liability. The party making a claim under this Article VIII 11 is referred to as the "Indemnitee," and the party against whom such claims are asserted under this Article VIII 11 is referred to as the "Indemnifying Party." All claims by any Indemnitee under this Article VIII 11 shall be asserted and resolved as follows: Promptly after receipt by the an Indemnitee of notice of any Claim demand, claim or circumstances which, with the lapse of time, would or might give rise to a Claim claim or the commencement (or threatened commencement) of a Claim including any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, an Environmental Claim or Environ mental Compliance Costs, the Indemnitee shall give notice thereof (the "Claims Notice") to 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 (Playtex Products Inc)

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