Contents of Notice of Claim. Each Notice of Claim by DoveBid will --------------------------- contain the following information: (a) that DoveBid has incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it will have to incur, pay or accrue (in accordance with GAAP), Damages in an aggregate stated amount arising from such Claim (which amount may be the amount of damages claimed by a third party in an action brought against any DoveBid Indemnitee based on alleged facts, which if true, would give rise to liability for Damages to such DoveBid Indemnitee under Article VIII); and (b) a brief description, in reasonable detail (to the extent reasonably available to DoveBid), of the facts, circumstances or events giving rise to the alleged Damages based on DoveBid's good faith belief thereof, including, without limitation, the identity and address of any third-party claimant (to the extent reasonably available to DoveBid) and copies of any formal demand or complaint, the amount of Damages, the date each such item was incurred, paid or properly accrued, or the basis for such anticipated liability, and the specific nature of the breach to which such item is related.
Appears in 12 contracts
Samples: Stock Purchase Agreement (Dovebid Inc), Stock Purchase Agreement (Dovebid Inc), Stock Purchase Agreement (Dovebid Inc)
Contents of Notice of Claim. Each Notice of Claim by DoveBid will --------------------------- contain the --------------------------- following information:
(a) that DoveBid the Indemnified Person has incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it will have to incur, pay or accrue (in accordance with GAAP), Damages in an aggregate stated amount arising from such Claim (which amount may be the amount of damages claimed by a third party in an action brought against any DoveBid Indemnitee the Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such DoveBid Indemnitee Indemnified Person under Article VIII); and
(b) a brief description, in reasonable detail (to the extent reasonably available to DoveBidthe Indemnified Person), of the facts, circumstances or events giving rise to the alleged Damages based on DoveBidthe Indemnified Person's good faith belief thereof, including, without limitation, the identity and address of any third-party claimant (to the extent reasonably available to DoveBidthe Indemnified Person) and copies of any formal demand or complaint, the amount of Damages, the date each such item was incurred, paid or properly accrued, or the basis for such anticipated liability, and the specific nature of the breach to which such item is related.
Appears in 2 contracts
Samples: Merger Agreement (Dovebid Inc), Merger Agreement (Dovebid Inc)
Contents of Notice of Claim. Each Notice of Claim by DoveBid Sub will contain --------------------------- contain the following information:
(a) that a DoveBid Indemnitee has incurred, paid or properly accrued (in accordance with U.S. GAAP) or, in good faith, believes it will have to incur, pay or accrue (in accordance with U.S. GAAP), Damages in an aggregate stated amount arising from such Claim (which amount may be the amount of damages claimed by a third party Third Person in an action brought against any DoveBid Indemnitee based on alleged facts, which if true, would give rise to liability for Damages to such DoveBid Indemnitee under Article VIII); and
(b) a brief description, in reasonable detail (to the extent reasonably available to DoveBidSub), of the facts, circumstances or events giving rise to the alleged Damages based on DoveBidSub's good faith belief thereof, including, without limitation, the identity and address of any third-party Third Person claimant (to the extent reasonably available to DoveBidSub) and copies of any formal demand or complaint, the amount of Damages, the date each such item was incurred, paid or properly accrued, or the basis for such anticipated liability, and the specific nature of the breach to which such item is related.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Dovebid Inc), Asset Purchase Agreement (Dovebid Inc)
Contents of Notice of Claim. Each Notice of Claim by DoveBid Parent --------------------------- given pursuant to Section 12.5 will --------------------------- contain the following information:
(a) that DoveBid Parent has incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it will have to incur, pay or accrue (in accordance with GAAP), Damages in an aggregate stated amount arising from such Claim (which amount may be the amount of damages claimed by a third party in an action brought against any DoveBid Indemnitee Parent Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such DoveBid Indemnitee Parent Indemnified Person under Article VIII12); and
(b) a brief description, in reasonable detail (to the extent reasonably available to DoveBidParent), of the facts, circumstances or events giving rise to the alleged Damages based on DoveBidParent's good faith belief thereof, including, without limitation, the identity and address of any third-party claimant (to the extent reasonably available to DoveBidParent) and copies of any formal demand or complaint, the amount of Damages, the date each such item was incurred, paid or properly accrued, or the basis for such anticipated liability, and the specific nature of the breach to which such item is related.
Appears in 1 contract
Samples: Merger Agreement (Pemstar Inc)
Contents of Notice of Claim. Each Notice of Claim by DoveBid Parent --------------------------- given pursuant to Section 11.5 will --------------------------- contain the following information:
(a) that DoveBid Parent has incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it will have to incur, pay or accrue (in accordance with GAAP), Damages in an aggregate stated amount arising from such Claim (which amount may be the amount of damages claimed by a third party in an action brought against any DoveBid Indemnitee Parent Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such DoveBid Indemnitee Parent Indemnified Person under Article VIII11); and
(b) a brief description, in reasonable detail (to the extent reasonably available to DoveBidParent), of the facts, circumstances or events giving rise to the alleged Damages based on DoveBidParent's good faith belief thereof, including, without limitation, the identity and address of any third-party claimant (to the extent reasonably available to DoveBidParent) and copies of any formal demand or complaint, the amount of Damages, the date each such item was incurred, paid or properly accrued, or the basis for such anticipated liability, and the specific nature of the breach to which such item is related.
Appears in 1 contract
Samples: Merger Agreement (Interwoven Inc)