Common use of Contents of Notice of Claim Clause in Contracts

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party given pursuant to Section 10.4 shall contain the following information: (a) that such Indemnified Party has directly or indirectly incurred or paid or, in good faith, believes it shall have to directly or indirectly incur or pay, Damages in an aggregate stated amount arising from such Claim (which amount may be a good faith estimated amount or may be the amount of Damages claimed by a third party in a Third-Party Claim); and (b) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified Party), of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified Party’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) the identity and address of any third-party claimant, (ii) copies of any formal demand or complaint and (iii) the specific nature of the breach to which such item is related; provided, however, the Notice of Claim may be updated and amended from time to time by the Indemnified Party in good faith by delivering an updated or amended Notice of Claim to the Securityholder Representative, so long as the delivery of the original Notice of Claim is made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from the same facts and circumstances specifically set forth in such original Notice of Claim; provided, further, all Claims for Damages properly set forth in the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims period.

Contents of Notice of Claim. (a) Each Notice of Claim by an Indemnified Party Acquiror given pursuant to Section 10.4 12.5 shall contain the following information: : (ai) that such Acquiror or another Acquiror Indemnified Party Person has directly or indirectly incurred incurred, paid or paid properly accrued (in accordance with GAAP) or, in good faith, believes it shall have to directly or indirectly incur incur, pay or payaccrue (in accordance with GAAP), Damages in an aggregate stated amount arising from such Claim (which amount may be a good faith estimated amount or may be the amount of Damages damages claimed by a third party in a Third-Party Claiman action brought against any Acquiror Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Acquiror Indemnified Person under this ARTICLE 12); and and (bii) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified PartyAcquiror), of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified Party’s Acquiror's good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) including the identity and address of any third-party claimant, claimant (iito the extent reasonably available to Acquiror) and copies of any formal demand or complaint complaint, the amount of Damages, the date each such item was incurred, paid or properly accrued, or the basis for such anticipated liability, and (iii) the specific nature of the breach to which such item is related; provided, however, the . (b) Each Notice of Claim may be updated and amended from time to time by the Indemnified Party Representative given pursuant to Section 12.5 shall contain the following information: (i) that the Representative or another Effective Time Holder has directly or indirectly incurred, paid or properly accrued (in accordance with GAAP) or, in good faith by delivering faith, believes it shall have to directly or indirectly incur, pay or accrue (in accordance with GAAP), Damages in an updated or amended Notice of Claim aggregate stated amount arising from such Claim; and (ii) a brief description, in reasonable detail (to the Securityholder extent reasonably available to the Representative), so long as the delivery of the original Notice facts, circumstances or events giving rise to the alleged Damages based on the Representative's good faith belief thereof, the amount of Claim 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 made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from the same facts and circumstances specifically set forth in such original Notice of Claim; provided, further, all Claims for Damages properly set forth in the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims periodrelated.

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party given pursuant to Section 10.4 shall contain the following information: 8.5 shall, with respect to each Claim set forth therein, (a) that such Indemnified Party has directly or indirectly incurred or paid or, specify in reasonable detail and in good faith, believes it shall have to directly or indirectly incur or pay, Damages in an aggregate stated amount arising from such faith the nature of the Claim (which amount may be a good faith estimated amount or may be the amount of Damages claimed by a third party in a Third-Party Claim); being made and (b) a brief description, in reasonable detail (to state the extent reasonably available to such Indemnified Party), aggregate dollar amount of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified Party’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) the identity and address of any third-party claimant, (ii) copies of any formal demand or complaint and (iii) the specific nature of the breach to which such item Indemnified Party (or third party, if with respect to a Third Party Claim) is relatedentitled to indemnification pursuant to this Agreement that have been incurred, or, if practicable, a good faith estimate of the aggregate dollar amount of such Damages reasonably expected to be incurred, by such Indemnified Party (or third party, if with respect to a Third Party Claim) pursuant to such Claim; provided, however, that the Notice of Claim may be updated and amended from time to time-to-time by the Indemnified Party in good faith by delivering an updated or amended Notice of Claim to the Securityholder RepresentativeIndemnifying Party, so long as the delivery of the original Notice of Claim is made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from reasonably related to the same underlying facts and circumstances specifically set forth in such original Notice of Claim; provided, provided further, however, that all Claims for Damages properly set forth in the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims period.

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party given pursuant to Section 10.4 9.4 shall contain the following information: (a) that such Indemnified Party has directly or indirectly incurred incurred, paid or paid or, in good faith, properly accrued or believes it shall may have to directly or indirectly incur incur, pay or payaccrue, Damages in an aggregate stated amount arising from such Claim (which amount may be a good faith an estimated amount or may be the amount of Damages claimed by a third party in a Third-Party Claim); and (b) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified Party), of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified Party’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) the identity and address of any third-party claimant, (ii) copies of any formal demand or complaint and (iii) the specific nature of the breach or other item of indemnification to which such item is related; provided, however, that the Notice of Claim may be updated and amended from time to time by the Indemnified Party in good faith by delivering an updated or amended Notice of Claim to the Securityholder Representative, so long as the delivery of the original Notice of Claim is made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from Damages reasonably related to the same underlying facts and circumstances specifically set forth in such original Notice of Claim; provided, further, that all Claims for Damages properly set forth in the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims period.

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party given pursuant to Section 10.4 9.5 shall contain the following information: (a) that such Indemnified Party has directly or indirectly incurred incurred, paid or paid properly accrued or, in good faith, believes it shall have to directly or indirectly incur incur, pay or payaccrue, Damages in an aggregate stated amount arising from such Claim (which amount may be a good faith an estimated amount or may be the amount of Damages claimed by a third party in a Third-Party Claim); and (b) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified Party), of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified Party’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) the identity and address of any third-party claimant, (ii) copies of any formal demand or complaint and (iii) the specific nature of the breach to which such item is related; provided, however, that the Notice of Claim may be updated and amended from time to time by the Indemnified Party in good faith by delivering an updated or amended Notice of Claim to the Securityholder RepresentativeIndemnitor Administrator, so long as the delivery of the original Notice of Claim is made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from reasonably related to the same underlying facts and circumstances specifically set forth in such original Notice of Claim; provided, further, that all Claims for Damages properly set forth in the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims period.

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party given pursuant to Section 10.4 9.5 shall contain the following information: (a) that such Indemnified Party has directly or indirectly incurred incurred, paid or paid properly accrued or, in good faith, believes it shall have to directly or indirectly incur incur, pay or payaccrue, Damages in an aggregate stated amount arising from such Claim (which amount may be a good faith an estimated amount or may be the amount of Damages claimed by a third party in a Third-Party Claim); and (b) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified Party), of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified Party’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) the identity and address of any third-party claimant, (ii) copies of any formal demand or complaint and (iii) the specific nature of the breach to which such item is related; provided, however, that the Notice of Claim may be updated and amended from time to time by the Indemnified Party in good faith by delivering an updated or amended Notice of Claim to the Securityholder RepresentativeIndemnitor, so long as the delivery of the original Notice of Claim is made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from reasonably related to the same underlying facts and circumstances specifically set forth in such original Notice of Claim; provided, provided further, that all Claims for Damages properly set forth in the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims period.

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party given pursuant to Section 10.4 shall contain the following information: 6.5 shall, with respect to each Claim set forth therein, (a) that such Indemnified Party has directly or indirectly incurred or paid or, specify in reasonable detail and in good faith, believes it shall have to directly or indirectly incur or pay, Damages in an aggregate stated amount arising from such faith the nature of the Claim (which amount may be a good faith estimated amount or may be the amount of Damages claimed by a third party in a Third-Party Claim); being made and (b) a brief description, in reasonable detail (to state the extent reasonably available to such Indemnified Party), aggregate dollar amount of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified Party’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) the identity and address of any third-party claimant, (ii) copies of any formal demand or complaint and (iii) the specific nature of the breach to which such item Indemnified Party (or third party, if with respect to a Third Party Claim) is relatedentitled to indemnification pursuant to this Agreement that have been incurred, or, if practicable, a good faith estimate of the aggregate dollar amount of such Damages reasonably expected to be incurred, by such Indemnified Party (or third party, if with respect to a Third Party Claim) pursuant to such Claim; provided, however, that the Notice of Claim may be updated and amended from time to time-to-time by the Indemnified Party in good faith by delivering an updated or amended Notice of Claim to the Securityholder RepresentativeIndemnifying Party, so long as the delivery of the original Notice of Claim is made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from reasonably related to the same underlying facts and circumstances specifically set forth in such original Notice of Claim; provided, provided further, however, that all Claims for Damages properly set forth in the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims period.

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party given pursuant to Section 10.4 10.3 shall contain the following information: (a) that such Indemnified Party has directly or indirectly incurred incurred, paid or paid properly accrued or, in good faith, believes it shall have to directly or indirectly incur incur, pay or payaccrue, Damages Losses in an aggregate stated amount arising from such Claim (which amount may be a good faith an estimated amount or may be the amount of Damages Losses claimed by a third third-party in a Third-Party Claim); and (b) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified Party), of the facts, circumstances or events giving rise to the alleged Damages Losses based on such Indemnified Party’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) the identity and address of any third-party claimant, (ii) copies of any formal demand or complaint and (iii) the specific nature of the breach to which such item is related; provided, however, that the Notice of Claim may be updated and amended from time to time by the Indemnified Party in good faith by delivering an updated or amended Notice of Claim to the Securityholder RepresentativeIndemnitor Administrator, so long as the delivery of the original Notice of Claim is made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from reasonably related to the same underlying facts and circumstances specifically set forth in such original Notice of Claim; provided, further, that all Claims for Damages Losses properly set forth in the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages Losses have been finally resolved or satisfied, notwithstanding the expiration of such claims period.

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party given pursuant to Section 10.4 9.4 shall contain the following information: (a) that such Indemnified Party has directly or indirectly incurred or paid or, in good faith, believes it shall have to directly or indirectly incur or pay, Damages in an aggregate stated amount arising from such Claim (which amount may be a good faith estimated amount or may be the amount of Damages claimed by a third party in a Third-Party Claim); and (b) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified Party), of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified Party’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) the identity and address of any third-party claimant, (ii) copies of any formal demand or complaint and (iii) the specific nature of the breach to which such item is related; provided, however, that the Notice of Claim may be updated and amended from time to time by the Indemnified Party in good faith by delivering an updated or amended Notice of Claim to the Securityholder Representative, so long as the delivery of the original Notice of Claim is made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from the same facts and circumstances specifically set forth in such original Notice of Claim; provided, further, that all Claims for Damages properly set forth in the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims period.

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party Magma given pursuant to Section 10.4 9.4 shall contain the following information: : (ai) that such Magma or another Magma Indemnified Party Person has directly or indirectly incurred incurred, paid or paid properly accrued or, in good faith, believes it shall have to directly or indirectly incur incur, pay or payaccrue, Damages in an aggregate stated amount arising from such Claim (which amount may be a good faith an estimated amount or and may be the amount of Damages damages claimed by a third party in a Third-Party Claiman action brought against any Magma Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Magma Indemnified Person under this Article IX); and and (bii) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified PartyMagma), of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified PartyMagma’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) including the identity and address of any third-party claimant, claimant (iito the extent reasonably available to Magma) and copies of any formal demand or complaint complaint, the amount of Damages (to the extent known), or the basis for such anticipated liability, and (iii) the specific nature of the breach to which such item is related; provided. Table of Contents 9.7 Resolution of Notice of Claim. Each Notice of Claim given by Magma shall be resolved as follows: (a) If, howeverwithin thirty (30) days after a Notice of Claim is received by the Representative, the Representative does not contest such Notice of Claim in writing to Magma, the Representative shall be conclusively deemed to have consented, on behalf of all Effective Time Company Shareholders, to the recovery by the Magma Indemnified Person of, and Magma shall distribute from the Holdback Amount upon the expiration of such thirty (30) day period (or Magma shall deduct from the Contingent Consideration Holdback Amount), the full amount of Damages (subject to the limits contained in this Article IX) specified in the Notice of Claim may be updated and amended from time in accordance with this Article IX, including the forfeiture of all or a portion of the Holdback Amount or the Contingent Consideration Holdback Amount, and, without further notice, to time by have stipulated to the Indemnified Party entry of a final judgment for damages against the Effective Time Company Shareholders for such amount in good faith by delivering an updated any court having jurisdiction over the matter where venue is proper. (b) If the Representative gives Magma written notice contesting all or amended any portion of a Notice of Claim (such contested portion being a “Contested Claim”) within the thirty (30) day period specified in Section 9.7(a) above, then such Contested Claim shall be resolved by either (i) a written settlement agreement or memorandum executed by Magma and the Representative or (ii) in the absence of such a written settlement agreement or memorandum within thirty (30) days following receipt by Magma of the written notice from the Representative, by binding litigation between Magma and the Representative in accordance with the terms and provisions of Section 9.7(c) below. Notwithstanding the foregoing, any uncontested portion of a Notice of Claim shall be distributed by Magma from the Holdback Amount or withheld by Magma from the Contingent Consideration Holdback Amount, as the case may be. (c) If no such agreement can be reached after good faith negotiation, either Magma or the Representative may, bring suits in the courts of the State of California and the federal courts of the United States located within the County of Santa Xxxxx in the State of California to resolve the Contested Claim. The case will be tried to the Securityholder Representative, so long as the delivery court sitting without a jury. The decision of the original trial court as to the validity and amount of any claim in such Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement and Magma shall be entitled to act in accordance with such decision and make or withhold payments of Holdback Amount or the Contingent Consideration Holdback Amount in accordance therewith and herewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 9.7(c), in any suit hereunder in which any claim or the amount thereof stated in the Notice of Claim is made within at issue, the applicable claims period non-prevailing party to a suit shall pay its own expenses and such update or amendment only asserts bases for liability arising out of or resulting from the same facts expenses, including attorneys’ fees and circumstances specifically set forth in such original Notice of Claim; providedcosts, further, all Claims for Damages properly set forth in reasonably incurred by prevailing party to the timely and properly delivered original Notice of Claim or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims periodsuit.

Contents of Notice of Claim. Each Notice of Claim by an Indemnified Party Parent given pursuant to Section 10.4 7.4 shall contain the following information: : (ai) that such Parent or another Parent Indemnified Party Person has directly or indirectly incurred incurred, paid or paid properly accrued or, in good faith, believes it shall have to directly or indirectly incur incur, pay or payaccrue, Damages in an aggregate stated amount arising from such Claim (which amount may be a good faith an estimated amount or and may be the amount of Damages damages claimed by a third party in a Third-Party Claiman 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 this Article VII); and ; (bii) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified PartyParent), of the facts, circumstances or events giving rise to the alleged Damages based on such Indemnified PartyParent’s good faith belief thereof, including, to the extent reasonably available to such Indemnified Party: (i) including the identity and address of any third-party claimant, claimant (iito the extent reasonably available to Parent) and copies of any formal demand or complaint complaint, the amount of Damages (to the extent known), or the basis for such anticipated liability, and (iii) the specific nature of the breach to which such item is related; provided, however, and (iii) a statement that either (a) the Claims identified in such Notice of Claim may be updated and amended from time to time by (together with Claims set forth in all Notices of Claims theretofore delivered), individually or in the Indemnified Party aggregate, do not satisfy the Deductible, (b) the Claims identified in good faith by delivering an updated or amended such Notice of Claim to the Securityholder Representative, so long as the delivery of the original Notice of Claim is made within the applicable claims period and such update or amendment only asserts bases for liability arising out of or resulting from the same facts and circumstances specifically (together with Claims set forth in such original Notice all Notices of Claim; providedClaims theretofore delivered), further, all Claims for Damages properly set forth individually or in the timely and properly delivered original Notice of Claim aggregate, satisfy the Deductible or any permitted update or amendment thereto shall remain outstanding until (c) that the Deductible does not apply to such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims periodClaims.