Contents of Notice of Claim. (a) Each Notice of Claim given pursuant to Section 1(g) of this Agreement shall be in writing and shall contain the following information to the extent it is reasonably available: (i) Statement of the amount of the Damages that Parent or any other affected Indemnified Person believes have been actually incurred in connection with the Claim and statement of its good faith estimate of the reasonably foreseeable maximum amount of the alleged Damages that will ultimately be incurred in connection with such Claim, which amount of estimated future Damages may, without limitation, include the amount of damages claimed by a third party plaintiff in an action brought against Parent, the Surviving Corporation or any other Indemnified Person based upon or including facts or assertions which, if true, would give rise to Damages; and (ii) A brief description in reasonable detail of the facts, circumstances or events giving rise to the alleged Damages based on Parent's or any other affected Indemnified Person's good faith belief thereof, including, without limitation and if applicable, the identity and address of any third-party claimant (to the extent reasonably available to an Indemnified Person) and copies of any formal demand or complaint of any such third-party claimant. (b) The Escrow Agent shall not transfer any of the Severance Escrow Shares held in the Escrow Account to Parent pursuant to a Notice of Claim until such Notice of Claim has been resolved in accordance with Section 4.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Silicon Image Inc)
Contents of Notice of Claim. (a) Each Notice of Claim given pursuant to Section 1(g1(c) of this Agreement shall be in writing and shall contain the following information to the extent it is reasonably available:
(i) Statement of the amount of the Damages that Parent or any other affected Indemnified Person believes have been actually incurred in connection with the Claim and statement of its good faith estimate of the reasonably foreseeable maximum amount of the alleged Damages that will ultimately be incurred in connection with such Claim, which amount of estimated future Damages may, without limitation, include the amount of damages claimed by a third party plaintiff in an action brought against Parent, the Surviving Corporation or any other Indemnified Person based upon or including facts or assertions which, if true, would give rise to Damages; and
(ii) A brief description in reasonable detail of the facts, circumstances or events giving rise to the alleged Damages based on Parent's or any other affected Indemnified Person's good faith belief thereof, including, without limitation and if applicable, the identity and address of any third-party claimant (to the extent reasonably available to an Indemnified Person) and copies of any formal demand or complaint of any such third-party claimant.
(b) The Escrow Agent shall not transfer any of the Severance Escrow Shares or Escrow Cash held in the Escrow Account to Parent pursuant to a Notice of Claim until such Notice of Claim has been resolved in accordance with Section 4.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Silicon Image Inc)
Contents of Notice of Claim. (a) Each Notice of Claim given pursuant to Section 1(g1(c) of this Agreement shall be in writing and shall contain the following information to the extent it is reasonably available:
(i) Statement of the amount of the Damages that Parent or any other affected Indemnified Person believes have been actually incurred in connection with the Claim and statement of its good faith estimate of the reasonably foreseeable maximum amount of the alleged Damages that will ultimately be incurred in connection with such Claim, which amount of estimated future Damages may, without limitation, include the amount of damages claimed by a third party plaintiff in an action brought against Parent, the Surviving Corporation or any other Indemnified Person based upon or including facts or assertions which, if true, would give rise to Damages; and
(ii) A brief description in reasonable detail of the facts, circumstances or events giving rise to the alleged Damages based on Parent's or any other affected Indemnified Person's good faith belief thereof, including, without limitation and if applicable, the identity and address of any third-party claimant (to the extent reasonably available to an Indemnified Person) and copies of any formal demand or complaint of any such third-party claimant.
(b) The Escrow Agent shall not transfer any of the Severance Escrow Shares held in the Escrow Account to Parent pursuant to a Notice of Claim until such Notice of Claim has been resolved in accordance with Section 4.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Silicon Image Inc)
Contents of Notice of Claim. (a) Each Notice of Claim given pursuant to Section 1(g1(c) of this Agreement shall be in writing and shall contain the following information to the extent it is reasonably available:
(i) Statement of the amount of the Damages that Parent or any other affected Indemnified Person believes have been actually incurred in connection with the Claim and statement of its good faith estimate of the reasonably foreseeable maximum amount of the alleged Damages that will ultimately be incurred in connection with such Claim, which amount of estimated future Damages may, without limitation, include the amount of damages claimed by a third party plaintiff in an action brought against Parent, the Surviving Corporation or any other Indemnified Person based upon or including facts or assertions which, if true, would give rise to Damages; and
(ii) A brief description in reasonable detail of the facts, circumstances or events giving rise to the alleged Damages based on Parent's ’s or any other affected Indemnified Person's ’s good faith belief thereof, including, without limitation and if applicable, the identity and address of any third-party claimant (to the extent reasonably available to an Indemnified Person) and copies of any formal demand or complaint of any such third-party claimant.
(b) The Escrow Agent shall not transfer any of the Severance Escrow Shares or Escrow Cash held in the Escrow Account to Parent pursuant to a Notice of Claim until such Notice of Claim has been resolved in accordance with Section 4.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Silicon Image Inc)