Common use of Contents of Notice of Claim Clause in Contracts

Contents of Notice of Claim. Each Notice of Claim by Acquirer given pursuant to Section 11.5 shall contain the following information: (a) that Acquirer or another Acquirer Indemnified Person has incurred, paid or properly accrued (in accordance with GAAP) or reasonably 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 an action brought against any Acquirer Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Acquirer Indemnified Person under this Article 11); and (b) a description in reasonable detail (to the extent reasonably available to Acquirer) of the facts, circumstances or events giving rise to the alleged Damages based on Acquirer’s reasonable belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to Acquirer) and copies of any formal demand or complaint, the amount of 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 (Netscreen Technologies Inc)

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Contents of Notice of Claim. Each Notice of Claim by Acquirer given pursuant to Section 11.5 shall will contain the following information: (a) that Acquirer or another Acquirer Indemnified Person has incurred, paid or properly accrued (in accordance with GAAP) or reasonably or, in good faith, believes it shall 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 Acquirer Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Acquirer Indemnified Person under this Article 11); and (b) a description brief description, in reasonable detail (to the extent reasonably available to Acquirer) ), of the facts, circumstances or events giving rise to the alleged Damages based on Acquirer’s reasonable 's good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to Acquirer) and copies of any formal demand or complaint, the amount of 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 (Interwoven Inc)

Contents of Notice of Claim. Each Notice of Claim by Acquirer given pursuant to Section 11.5 shall will contain the following information: (a) that Acquirer or another Acquirer the Indemnified Person has incurred, paid or properly accrued (in accordance with GAAP) or reasonably or, in good faith, believes it shall will have to incur, pay or properly accrue (in accordance with GAAP), Damages in an aggregate stated amount arising from such Claim (which amount may be the amount of damages Damages claimed by a third party in an action brought against any Acquirer Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Acquirer Indemnified Person under this Article 11); and (b) a description brief description, in reasonable detail (to the extent reasonably available to Acquirer) available), of the facts, circumstances or events giving rise to the alleged Damages based on Acquirer’s reasonable the Indemnified Person's good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to Acquirer) and copies of any formal demand or complaint, the amount of 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 (Adaptec Inc)

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Contents of Notice of Claim. Each Notice of Claim by Acquirer Cellegy given pursuant to Section 11.5 shall 10.5 will contain the following information: (a) that Acquirer or another Acquirer Indemnified Person Cellegy has incurred, paid or properly accrued (or, in accordance with GAAP) or reasonably good faith, believes it shall will have to incur, pay or accrue (in accordance with GAAP)accrue, Damages in an and, if reasonably determinable at the time, a good faith estimate of the aggregate stated amount of Damages arising from such Claim (which amount may be the amount of damages claimed by a third party in an action brought against any Acquirer Cellegy Indemnified Person based on alleged facts, which if true, would give rise to liability for Damages to such Acquirer Cellegy Indemnified Person under this Article 11X); and (b) a description brief description, in reasonable detail (to the extent reasonably available to Acquirer) Cellegy), of the facts, circumstances or events giving rise to the alleged Damages based on Acquirer’s reasonable Cellegy's good faith belief thereof, including the identity and address of any third-party claimant (to the extent reasonably available to Acquirer) and copies of any formal demand or complaint, the amount of 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: Share Purchase Agreement (Cellegy Pharmaceuticals Inc)

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