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 9.4 shall contain the following information: that Parent or another Parent Indemnified Person has directly or indirectly incurred, paid or properly accrued or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue, Damages in an aggregate stated amount arising from such Claim (which amount may be an estimated amount or 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 this Article 9); and 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 (to the extent reasonably available to Parent) and copies of any formal demand or complaint, the amount of Damages (to the extent known), 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 (5to1 Holding Corp.)

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Contents of Notice of Claim. Each Notice of Claim by Parent Macrovision given pursuant to Section 9.4 shall contain the following information: : (i) that Parent Macrovision or another Parent Macrovision Indemnified Person has directly or indirectly incurred, paid or properly accrued or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue, Damages in an aggregate stated amount arising from such Claim (which amount may be an estimated amount or and may be the amount of Damages damages claimed by a third party in an action brought against any Parent Macrovision Indemnified Person based on alleged facts, which if true, would give rise to Liability liability for Damages to such Parent Macrovision Indemnified Person under this Article 9IX); and and (ii) a brief description, in reasonable detail (to the extent reasonably available to ParentMacrovision), of the facts, circumstances or events giving rise to the alleged Damages based on ParentMacrovision’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to ParentMacrovision) and copies of any formal demand or complaint, the amount of Damages (to the extent known), or the basis for such anticipated Liabilityliability, and the specific nature of the breach to which such item is related.

Appears in 1 contract

Samples: Merger Agreement (Macrovision Corp)

Contents of Notice of Claim. Each Notice of Claim by Parent given pursuant to Section 9.4 10.4 shall contain the following information: : (a) that Parent or another Parent Indemnified Person has directly or indirectly incurred, paid or properly accrued or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue, Damages in an aggregate stated amount arising from such Claim (which amount may be an estimated amount or and may be the amount of Damages 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 liability for Damages to such Parent Indemnified Person under this Article 9X); and 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 (to the extent reasonably available to Parent) and copies of any formal demand or complaint, the amount of Damages (to the extent known), or the basis for such anticipated Liabilityliability, and the specific nature of the breach to which such item is related.

Appears in 1 contract

Samples: Merger Agreement (Red Mile Entertainment Inc)

Contents of Notice of Claim. Each Notice of Claim by Parent or the Representative given pursuant to Section 9.4 shall contain the following information: : (a) that Parent or another Parent Indemnified Person or the Company Indemnified Persons has directly or indirectly incurred, paid or properly accrued or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue, Damages in an aggregate stated amount arising from such Claim (which amount may be an estimated amount or and may be the include an amount of Damages claimed by a third party in that, after consultation with counsel, Parent determines could reasonably be expected to result from the facts giving rise to such Claim with respect to 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 or Company Indemnified Person Persons under this Article 9IX); and and (b) a brief description, in reasonable detail (to the extent reasonably available to ParentParent or the Representative), 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 (to the extent reasonably available to ParentParent or the Representative) and copies of any formal demand or complaint, the amount of Damages (to the extent known), or the basis for such anticipated Liabilityliability, and the specific nature of the breach to which such item is related.

Appears in 1 contract

Samples: Merger Agreement (Network Equipment Technologies Inc)

Contents of Notice of Claim. Each Notice of Claim by Parent given pursuant to Section 9.4 11.5 shall contain the following information: : (a) that Parent or another Parent Indemnified Person the indemnified party 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 accrueaccrue (in accordance with GAAP), Damages in an aggregate stated amount arising from such Claim (which amount may be an estimated amount or may be the amount of Damages damages claimed by a third party in an action brought against any Parent Indemnified Person indemnified party based on alleged facts, which if true, would give rise to Liability liability for Damages to such Parent Indemnified Person under this Article 911); and and (b) a brief description, in reasonable detail (to the extent reasonably available to Parentavailable), of the facts, circumstances or events giving rise to the alleged Damages based on Parentthe indemnified party’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to Parentavailable) and copies of any formal demand or complaint, the amount of Damages (to Damages, the extent known)date each such item was incurred, paid or properly accrued, or the basis for such anticipated Liabilityliability, and the specific nature of the breach to which such item is related.

Appears in 1 contract

Samples: Asset Purchase Agreement (Utstarcom Inc)

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Contents of Notice of Claim. Each Notice of Claim by Parent given pursuant to Section 9.4 9.3 shall contain the following information: : (i) that Parent or another Parent Indemnified Person has directly or indirectly incurred, paid or properly accrued or, in good faith, believes it shall have to directly or indirectly incur, pay or accrue, Damages in an aggregate stated amount arising from such Claim (which amount may be an amount estimated amount or in good faith and 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 this Article 9IX); and and (ii) 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 (to the extent reasonably available to Parent) and copies of any formal demand or complaint, the amount of Damages (to the extent knownknown or if unknown, a good faith estimation of such Damages), or and the basis for such anticipated Liability, and including the specific nature of the breach hereunder to which such item Liability is related.

Appears in 1 contract

Samples: Acquisition Agreement (Cell Therapeutics Inc)

Contents of Notice of Claim. Each Notice of Claim by Parent given pursuant to Section 9.4 8.10 shall contain the following information: : (a) that Parent or another Parent 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 accrueaccrue (in accordance with GAAP), Damages in an aggregate stated amount arising from such Claim (which amount may be an estimated amount or may be the amount of Damages 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 liability for Damages to such Parent Indemnified Person under this Article 9VIII); and 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 (to the extent reasonably available to Parent) and copies of any formal demand or complaint, the amount of Damages (to Damages, the extent known)date each such item was incurred, paid or properly accrued, or the basis for such anticipated Liabilityliability, and the specific nature of the breach to which such item is related.

Appears in 1 contract

Samples: Merger Agreement (Natus Medical Inc)

Contents of Notice of Claim. Each Notice of Claim by Parent given --------------------------- pursuant to Section 9.4 shall 11.5 will contain the following information: : (a) that Parent or another Parent Indemnified Person 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, properly accrue (in accordance with GAAP) Damages in an aggregate stated amount arising from such Claim (which amount may be an estimated amount or 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 liability for Damages to such Parent Indemnified Person under this Article 911); and 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 's good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to Parent) and copies of any formal demand or complaint, the amount of Damages (to Damages, the extent known)date each such item was incurred, paid or accrued, or the basis for such anticipated Liabilityliability, and the specific nature of the breach to which such item is related.

Appears in 1 contract

Samples: Merger Agreement (Interwoven Inc)

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