Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, becomes aware of any claim that it has under Section 11.1 that may result in a Loss (a “Liability Claim”), such Person (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim 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 Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.2(a) shall adversely affect any of the other rights or remedies which 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.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a any Seller Indemnified Party Indemnitee or Purchaser Indemnified PartyBuyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer Indemnitee, as the case may be, becomes aware of any claim that it has under Section 11.1 that may result in a Loss be (a “Liability Claim”the "Indemnified Party"), such Person (the “Indemnified Party”) shall give written notice thereof (a “Claims "Claim Notice”") to the party hereto that from which indemnification is obligated to indemnify the Indemnified Party with respect to such claim sought (the “"Indemnifying Party”"). A Claims The Claim Notice shall describe the Liability Claim claim in reasonable detail, and shall 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 The failure to give a Claims Notice by the of any Indemnified Party to the promptly give any Indemnifying Party pursuant to this Section 11.2(a) a Claim Notice shall adversely affect any of the other rights or remedies which the not preclude such Indemnified Party has from obtaining indemnification under this AgreementArticle VII, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent extent, and only to the extent, that such delay or Indemnified Party's failure has not materially actually prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, becomes aware of any claim that it has under Section 11.1 9.1 that may result in a Loss (a “Liability Claim”), such Person (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim 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 Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.2(a9.2(a) shall adversely affect any of the other rights or remedies which 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.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party the Seller, on the one hand, or Purchaser Indemnified PartyBuyer, as on the case may beother hand, becomes become aware of any claim that it has under Section 11.1 9.1 that may result in a Covered Loss (a “Liability Claim”), such Person party (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the other party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Covered 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 11.2(a9.2(a) shall adversely affect any of the other rights or remedies which 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.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, becomes aware of any claim that it has under Section 11.1 9.1 that may result in a Loss Damages (a “Liability Claim”), such Person (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss Damages 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 11.2(a9.2(a) shall adversely affect any of the other rights or remedies which 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.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Buyer Indemnified Party, as the case may be, becomes aware of any claim that it has under Section 11.1 8.1 that may result in a Loss (a “Liability Claim”), such Person (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to the party hereto that is obligated to indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim 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 Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.2(a8.2(a) shall adversely affect any of the other rights or remedies which 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 Party, unless such delay or failure has not materially prejudiced the Indemnifying Party.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a any Seller Indemnified Party Indemnitee, on the one hand, or Purchaser Indemnified PartyBuyer Indemnitee, as on the case may beother hand, becomes aware of any claim that it has under Section 11.1 9.1 that may result in a Covered Loss (a “Liability Claim”), such Person party (the “Indemnified Party”) shall give notice thereof (a “Claims Notice”) to Buyer or the party hereto that is obligated to indemnify Shareholder Representative (on behalf of the Indemnified Party with respect to such claim Shareholders), as the case may be (the “Indemnifying Party”). A Claims Notice shall describe the Liability Claim in such reasonable detaildetail as is available, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Covered 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 11.2(a9.2(a) shall adversely affect any of the other rights or remedies which 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.

Notice and Opportunity to Defend. (a) As soon as is reasonably practicable after a any Seller Indemnified Party Indemnitee or Purchaser Indemnified PartyBuyer Indemnitee becomes aware of any claim, event or circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 8.1 or 8.2 hereof, such Seller Indemnitee or Buyer Indemnitee, as the case may be, becomes aware of any claim that it has under Section 11.1 that may result in a Loss be (a “Liability Claim”the "Indemnified Party"), such Person (the “Indemnified Party”) shall give written notice thereof (a “Claims "Claim Notice”") to the party hereto that from which indemnification is obligated to indemnify the Indemnified Party with respect to such claim sought (the “"Indemnifying Party”"). A Claims The Claim Notice shall describe the Liability Claim claim in reasonable detail, and shall 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 The failure to give a Claims Notice by the of any Indemnified Party to the promptly give any Indemnifying Party pursuant to this Section 11.2(a) a Claim Notice shall adversely affect any of the other rights or remedies which the not preclude such Indemnified Party has from obtaining indemnification under this AgreementArticle VIII, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent extent, and only to the extent, that such delay or Indemnified Party's failure has not materially actually prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder.