Contents of Notice of Claim. Each Notice of Claim by the Purchaser given pursuant to Section 8.5 shall contain the following information: (a) that the Purchaser or another Indemnified Person has directly or indirectly incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue (in accordance with GAAP), Indemnifiable 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 Indemnified Person based on alleged facts, which if true, would give rise to liability for Indemnifiable Damages to such Indemnified Person under this Article VIII); and (b) a brief description, in reasonable detail (to the extent reasonably available to the Purchaser), of the facts, circumstances or events giving rise to the alleged Indemnifiable Damages based on the Purchaser’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the Purchaser) and copies of any formal demand or complaint, the amount of Indemnifiable 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 (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/)
Contents of Notice of Claim. Each Notice of Claim by DoveBid or the Purchaser given pursuant to Section 8.5 shall --------------------------- Shareholders will contain the following information:
(a) that a DoveBid Indemnitee or the Purchaser or another Indemnified Person Shareholders (as the case may be) has directly or indirectly incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it shall will have to directly or indirectly incur, pay or accrue (in accordance with GAAP), Indemnifiable Damages in an aggregate stated amount arising from such Claim (which amount in the case of DoveBid may be the amount of damages claimed by a third party in an action brought against any Indemnified Person DoveBid Indemnitee based on alleged facts, which if true, would give rise to liability for Indemnifiable Damages to such Indemnified Person DoveBid Indemnitee under this Article VIII); and
(b) a brief description, in reasonable detail (to the extent reasonably available to the Purchaserparty providing the Notice of Claim), of the facts, circumstances or events giving rise to the alleged Indemnifiable Damages based on the Purchaser’s such party's good faith belief thereof, including including, without limitation, the identity and address of any third-party claimant (to the extent reasonably available to the Purchaseravailable) and copies of any formal demand or complaint, the amount of Indemnifiable 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: Stock Purchase Agreement (Dovebid Inc), Stock Purchase Agreement (Dovebid Inc)
Contents of Notice of Claim. Each Notice of Claim by DoveBid or the Purchaser given pursuant to Section 8.5 shall --------------------------- Shareholders (acting through the Representatives) will contain the following information:
(a) that DoveBid or the Purchaser or another Indemnified Person Shareholders (as the case may be) has directly or indirectly incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it shall will have to directly or indirectly incur, pay or accrue (in accordance with GAAP), Indemnifiable Damages in an aggregate stated amount arising from such Claim (which amount in the case of DoveBid may be the amount of damages claimed by a third party in an action brought against any Indemnified Person DoveBid Indemnitee based on alleged facts, which if true, would give rise to liability for Indemnifiable Damages to such Indemnified Person DoveBid Indemnitee under this Article VIII); and
(b) a brief description, in reasonable detail (to the extent reasonably available to the Purchaserparty providing the Notice of Claim), of the facts, circumstances or events giving rise to the alleged Indemnifiable Damages based on the Purchaser’s such party's good faith belief thereof, including including, without limitation, the identity and address of any third-party claimant (to the extent reasonably available to the Purchaseravailable) and copies of any formal demand or complaint, the amount of Indemnifiable 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: Stock Purchase Agreement (Dovebid Inc), Stock Purchase Agreement (Dovebid Inc)
Contents of Notice of Claim. Each Notice of Claim by the Purchaser given pursuant to Section 8.5 8.4 shall contain the following information:
(a) that the Purchaser or another Indemnified Person has directly or indirectly incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue (in accordance with GAAP), Indemnifiable 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 Indemnified Person based on alleged facts, which if true, would give rise to liability for Indemnifiable Damages to such Indemnified Person under this Article VIII); and
(b) a brief description, in reasonable detail (to the extent reasonably available to the Purchaser), of the facts, circumstances or events giving rise to the alleged Indemnifiable Damages based on the Purchaser’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the Purchaser) and copies of any formal demand or complaint, the amount of Indemnifiable 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.
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Contents of Notice of Claim. Each Notice of Claim by the Purchaser given pursuant to Section 8.5 9.5 shall contain the following information:
(a) that the Purchaser a PUB Indemnified Person or another Shareholder Indemnified Person has directly or indirectly incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue (in accordance with GAAP)accrue, Indemnifiable Damages in an aggregate stated amount arising from such Claim (which amount may be an estimated amount and may be the amount of damages claimed by a third party in an action brought against any PUB Indemnified Person or Shareholder Indemnified Person based on alleged facts, which if true, would give rise to liability for Indemnifiable Damages to such PUB Indemnified Person or Shareholder Indemnified Person under this Article VIII9); and
(b) a brief description, in reasonable detail (to the extent reasonably available to PUB or the PurchaserShareholder Indemnified Person), of the facts, circumstances or events giving rise to the alleged Indemnifiable Damages based on the PurchaserPUB or the Shareholder Indemnified Person’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the Purchaseravailable) and copies of any formal demand or complaint, the amount of Indemnifiable Damages, Damages (to the date each such item was incurred, paid or properly accruedextent known), or the basis for such anticipated liability, and the specific nature of the breach to which such item is related.
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Contents of Notice of Claim. Each Notice of Claim by the Purchaser Acquiror given pursuant to Section 8.5 11.5 shall contain the following information:
(a) that the Purchaser Acquiror or another Acquiror Indemnified Person has directly or indirectly incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue (in accordance with GAAP), Indemnifiable 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 Acquiror Indemnified Person based on alleged facts, which if true, would give rise to liability for Indemnifiable Damages to such Acquiror Indemnified Person under this Article VIII11); and
(b) a brief description, in reasonable detail (to the extent reasonably available to the PurchaserAcquiror), of the facts, circumstances or events giving rise to the alleged Indemnifiable Damages based on the Purchaser’s Acquiror's good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the PurchaserAcquiror) and copies of any formal demand or complaint, the amount of Indemnifiable 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 (Symantec Corp)
Contents of Notice of Claim. Each Notice of Claim by the Purchaser Acquiror given pursuant to Section 8.5 12.5 shall contain the following information:
(a) that the Purchaser Acquiror or another Acquiror Indemnified Person has directly or indirectly incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue (in accordance with GAAP), Indemnifiable 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 Acquiror Indemnified Person based on alleged facts, which if true, would give rise to liability for Indemnifiable Damages to such Acquiror Indemnified Person under this Article VIIIARTICLE 12); and
(b) a brief description, in reasonable detail (to the extent reasonably available to the PurchaserAcquiror), of the facts, circumstances or events giving rise to the alleged Indemnifiable Damages based on the PurchaserAcquiror’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the PurchaserAcquiror) and copies of any formal demand or complaint, the amount of Indemnifiable 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: Agreement and Plan of Merger (Covad Communications Group Inc)
Contents of Notice of Claim. Each Notice of Claim by the Purchaser Glu given pursuant to Section 8.5 11.5 shall contain the following informationinformation and documentation:
(a) 11.7.1 that the Purchaser or another Indemnified Person has directly or indirectly incurred, paid or properly accrued (in accordance with GAAPgenerally accepted accounting principles) or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue (in accordance with GAAPgenerally accepted accounting principles), Indemnifiable Damages in an aggregate aggregated stated amount arising from such Claim (which amount amount, in the case of Third-Party Claims, may be the amount of damages claimed by a the third party in an action brought against any Indemnified Person based on alleged facts, which if true, would give rise to liability for Indemnifiable Damages to such Indemnified Person under this Article VIII11); and
11.7.2 (ba) a brief description, in reasonable detail (to the extent reasonably available to the PurchaserIndemnified Person), of the facts, circumstances or events giving rise to the alleged Indemnifiable Damages based on the PurchaserIndemnified Person’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the PurchaserIndemnified Person), the subsection of Section 11.2 under which the Claim arises and (in the case of Sections 11.2.1, 11.2.2, 11.2.3 or 11.2.4) the representations, warranties, agreements or covenants in this Agreement from which such Damages arise, and (b) copies of any formal demand or complaint, the amount of Indemnifiable Damages, the date each such item was incurred, paid or properly accruedaccrued (in accordance with generally accepted accounting principles), 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: Exchange Agreement (Glu Mobile Inc)
Contents of Notice of Claim. Each Notice of Claim by the Purchaser Acquiror given pursuant to Section 8.5 12.5 shall contain the following information:
(a) that the Purchaser Acquiror or another Acquiror Indemnified Person has directly or indirectly incurred, paid or properly accrued (in accordance with GAAP) or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue (in accordance with GAAP), Indemnifiable 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 Acquiror Indemnified Person based on alleged facts, which if true, would give rise to liability for Indemnifiable Damages to such Acquiror Indemnified Person under this Article VIII12); and
(b) a brief description, in reasonable detail (to the extent reasonably available to the PurchaserAcquiror), of the facts, circumstances or events giving rise to the alleged Indemnifiable Damages based on the PurchaserAcquiror’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the PurchaserAcquiror) and copies of any formal demand or complaint, the amount of Indemnifiable 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: Agreement and Plan of Reorganization (Magma Design Automation Inc)