Common use of Contents of Notice of Claim Clause in Contracts

Contents of Notice of Claim. Each Notice of Claim by Parent given pursuant to Section 12.4 will contain the following information: (a) that 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 Parent Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Parent Indemnified Person under Article 12); and (b) a brief description, in reasonable detail (to the extent reasonably available to Parent), of the facts, circumstances or events giving rise to the alleged Damages based on Parent’s good faith belief thereof, including the identity and address of any third-party claimant and copies of any formal demand or complaint, the amount of Damages, the date each such item was incurred, paid or 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 (Intermix Media, Inc.)

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Contents of Notice of Claim. Each Notice of Claim by Parent given pursuant to Section 12.4 11.5 will contain the following information: (a) 11.7.1 that Parent has incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, or reasonably 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 Parent Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Parent Indemnified Person under Article 1211); and (b) 11.7.2 a brief description, in reasonable detail (to the extent reasonably available to Parent), of the facts, circumstances or events giving rise to the alleged Damages based on Parent’s 's good faith belief thereof, including the identity and address of any third-party claimant and copies of any formal demand or complaint, the amount of Damages, the date each such item was incurred, paid or 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 (Symyx Technologies Inc)

Contents of Notice of Claim. Each Notice of Claim by Parent given pursuant to Section 12.4 11.6 will contain the following information: (a) that Parent has incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, or reasonably 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 Parent Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Parent Indemnified Person under Article 1211); and (b) a brief description, in reasonable detail (to the extent reasonably available to Parent), of the facts, circumstances or events giving rise to the alleged Damages based on Parent’s good faith belief thereof, including the identity and address of any third-party claimant and copies of any formal demand or complaint, the amount of Damages, the date each such item was incurred, paid or 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 (Saba Software Inc)

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Contents of Notice of Claim. Each Notice of Claim by Parent given pursuant to Section 12.4 11.5 will contain the following information: (a) 11.7.1 that Parent has incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, or reasonably 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 Parent Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Parent Indemnified Person under Article 1211); and (b) 11.7.2 a brief description, in reasonable detail (to the extent reasonably available to Parent), of the facts, circumstances or events giving rise to the alleged Damages based on Parent’s good faith belief thereof, including the identity and address of any third-party claimant and copies of any formal demand or complaint, the amount of Damages, the date each such item was incurred, paid or 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 (Advanced Power Technology Inc)

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