Common use of Contents of Notice of Claim Clause in Contracts

Contents of Notice of Claim. Each Notice of Claim by Parent or Seller, as applicable, given pursuant to Section 7.5(a) shall contain the following information: (i) that the Indemnified Person has incurred, paid or accrued (in accordance with GAAP) or, in good faith, believes it shall 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 a Third-Party Claim); and (ii) a brief description, in reasonable detail (to the extent reasonably available to the Indemnified Person), of the facts, circumstances or events giving rise to the alleged Damages based on the Indemnified Person’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the Indemnified Person) 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 2 contracts

Samples: Asset Purchase Agreement (Neoforma Inc), Asset Purchase Agreement (I Many Inc)

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Contents of Notice of Claim. Each Notice of Claim by Parent or Seller, as applicable, Acquirer given pursuant to Section 7.5(a) shall 11.5 will contain the following informationfollowing: (i) 11.6.1 a statement that the Indemnified Person has incurred, paid or accrued (in accordance with U.S. GAAP) or, in good faith, believes it shall 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 in a Third-Party Claim); and (ii) 11.6.2 a brief description, in reasonable detail (to the extent reasonably available to the Indemnified PersonAcquirer), of the facts, circumstances or events giving rise to the alleged Damages based on the Indemnified PersonAcquirer’s good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the Indemnified PersonAcquirer) 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 sections of the breach this Agreement alleged to which such item is relatedhave been breached.

Appears in 1 contract

Samples: Merger Agreement (Glu Mobile Inc)

Contents of Notice of Claim. Each Notice of Claim by Parent or Seller, as applicable, Omneon given pursuant to Section 7.5(a) shall 9.5 will contain the following informationfollowing: (ia) a statement that the Indemnified Person has incurred, paid or accrued (in accordance with U.S. GAAP) or, in good faith, believes it shall 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 in a Third-Party Claim); and (iib) a brief description, in reasonable detail (to the extent reasonably available to the Indemnified PersonOmneon), of the facts, circumstances or events giving rise to the alleged Damages based on the Indemnified Person’s Omneon's good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the Indemnified PersonOmneon) 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 sections of the breach this Agreement alleged to which such item is relatedhave been breached.

Appears in 1 contract

Samples: Share Contribution Agreement (Omneon, Inc.)

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Contents of Notice of Claim. Each Notice of Claim by Parent Buyer or Sellerthe --------------------------- Representative, as applicable, given pursuant to Section 7.5(a10.5(b) shall contain the following information: (i) that the Indemnified Person has incurred, paid or accrued (in accordance with GAAP) or, in good faith, believes it shall 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 a Third-Party Claim); and (ii) a brief description, in reasonable detail (to the extent reasonably available to the Indemnified Person), of the facts, circumstances or events giving rise to the alleged Damages based on the Indemnified Person’s 's good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to the Indemnified Person) 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: Asset Purchase Agreement (Dovebid Inc)

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