Delivery of Claim Notice. If any Indemnitee has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article IX, such Indemnitee may, on or prior to the last day of the Survival Period, deliver a claim notice (a “Claim Notice”) to the Indemnifying Party. Each Claim Notice shall state that such Indemnitee believes that there is or has been a breach of a representation, warranty or covenant contained in this Agreement or that such Indemnitee is otherwise entitled to indemnification, compensation or reimbursement under Article IX, and contain a brief description of the circumstances supporting such Indemnitee’s belief that there is or has been such a breach or that such Indemnitee is so entitled to indemnification, compensation or reimbursement and shall, to the extent possible, contain a good faith, non-binding, preliminary estimate of the amount of Damages such Indemnitee claims to have so incurred or suffered (the “Claimed Amount”).
Delivery of Claim Notice. If any Buyer Indemnitee, has incurred or suffered any Losses under Sections 7.2(a) or 7.2(b) of the Stock Purchase Agreement for which such Buyer Indemnitee is entitled to indemnification thereunder, Buyer shall, on behalf of such Buyer Indemnitee and on or prior to the Termination Date (as defined below), give written notice of such claim (a “Claim Notice”) to Seller and the Escrow Agent. Each Claim Notice shall state in reasonable detail (i) the basis for such claim, (ii) the amount of Losses incurred or suffered by such Buyer Indemnitee or, if not determinable, a reasonable, good faith estimate thereof (the “Claimed Amount”), (iii) the amount of Escrow Shares and cash, if applicable, required to satisfy such Losses, and (iv) delivery instructions for any distribution of Escrow Shares and cash, if applicable. No Buyer Indemnitee may make any new claim for Losses after 11:59 p.m. Eastern Standard Time on the date that is the twelve (12) month anniversary date of the Closing Date (the “Termination Date”). Attached hereto as Attachment A are the names, titles and specimen signatures of each of the persons who are authorized, on behalf of Buyer to execute and deliver written notices and directions to the Escrow Agent.
Delivery of Claim Notice. If any Indemnitee has incurred or suffered any Damages for which it is or may be entitled to indemnification under the Merger Agreement, the Parent shall, on behalf of such Indemnitee and on or prior to the Termination Date (as defined below), give written notice of such claim (a “Claim Notice”) to the Stockholder and the Escrow Agent. Each Claim Notice shall state the basis for such claim and the amount of Damages incurred or suffered by such Indemnitee (the “Claimed Amount”) and delivery instructions for the Claimed Amount. No Indemnitee shall make any claim for Damages after 11:59 p.m. (Washington Time) on the date that is three years after the Closing Date (such date being referred to herein as the “Termination Date”).
Delivery of Claim Notice. If any Indemnitee has incurred or suffered any Damages for which it is or may be entitled to indemnification under the Merger Agreement, the Parent shall, on behalf of such Indemnitee and on or prior to the Termination Date (as defined below), give written notice of such claim (a "Claim Notice") to the Company Stockholders' Representatives and the Escrow Agent. Each Claim Notice shall state the basis for such claim and the amount of Damages incurred or suffered by such Indemnitee (the "Claimed Amount"). No Indemnitee shall make any claim for Damages after March 6, 2001 (the "Termination Date").
Delivery of Claim Notice. Any Purchaser Indemnitee or Seller Indemnitee seeking indemnification hereunder (the “Indemnified Party”) shall promptly notify the party or parties hereto against whom indemnification is sought (the “Indemnifying Party”, which term shall include all Indemnifying Parties if there be more than one) of any claim for indemnification hereunder (a “Claim” and such notice, a “Claim Notice”), provided that failure of the Indemnified Party to give such Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article XI except to the extent, if at all, that such Indemnifying Party shall have been actually prejudiced thereby. Each Claim Notice shall state that such Indemnified Party believes that there is or has been a breach, inaccuracy, non-fulfillment or non-performance of a representation, warranty, covenant or agreement contained in this Agreement or any other Transaction Document or that such Indemnified Party is otherwise entitled to indemnification or reimbursement under Article XI of this Agreement, and contain a description of the circumstances supporting such Indemnified Party’s belief that there is or has been such a breach or that such Indemnified Party is so entitled to indemnification or reimbursement and shall, to the extent possible, contain a good faith, non-binding, preliminary estimate of the amount of Losses such Indemnified Party claims to have so incurred or suffered (the “Claimed Amount”), which estimate shall include a reasonable amount of detail showing how the Claimed Amount was determined.
Delivery of Claim Notice. If any Indemnitee has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under Section 9 of this Agreement, such Indemnitee is required to deliver a claim notice (a “Claim Notice”) to the Indemnifying Party. Each Claim Notice shall state that such Indemnitee believes that there is or has been a breach of a representation, warranty or
Delivery of Claim Notice. In the event of any Claim, Parent shall deliver each Claim Notice to the Stockholder Representative and the Escrow Agent, such delivery to be in accordance with the notice provisions of this Agreement.
Delivery of Claim Notice. If Parent has a claim pursuant to Section 2.1 hereof, Parent may, on or prior to the date six (6) months and ten (10) days from the Closing Date (the "TERMINATION DATE"), deliver a claim notice (a "CLAIM NOTICE") to the Skipping Stone Stockholders and to the Escrow Agent. A Claim Notice shall state that Parent believes that there is a claim under Section 2.1 hereof, and shall state the amount of the claim (the "CLAIMED AMOUNT") and shall set forth in reasonable detail the calculations Parent used to arrive at such claim. If Parent does not deliver a claim notice on or prior to the Termination Date, the Escrow Shares shall be released in accordance with Section 3.1.
Delivery of Claim Notice. If any Indemnitee has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under Section 5 of this Agreement, such Indemnitee is required to deliver a claim notice (a “Claim Notice”) to the Indemnifying Party. Each Claim Notice shall state that such Indemnitee believes that there is or has been a breach of a representation, warranty or covenant contained in this Agreement or that such Indemnitee is otherwise entitled to indemnification, compensation or reimbursement under Section 5 of this Agreement, and contain a brief description of the circumstances supporting such Indemnitee’s belief that there is or has been such a Breach or that such Indemnitee is so entitled to indemnification, compensation or reimbursement and shall, to the extent possible, contain a good faith, non-binding, preliminary estimate of the amount of Damages such Indemnitee claims to have so incurred or suffered (the “Claimed Amount”).
Delivery of Claim Notice. If any Indemnitee has incurred or suffered any Damages for which it is or may be entitled to indemnification under the Purchase Agreement, the Purchaser shall, on behalf of such Indemnitee and on or prior to the Termination Date (as defined below), give written notice of such claim (a "Claim Notice") to the Shareholders' Representative and the Escrow Agent. Each Claim Notice shall state the basis for such claim and the amount of Damages incurred or suffered by such Indemnitee (the "Claimed Amount"). No Indemnitee shall make any claim for Damages after the date that is thirteen (13) months from the date of this Agreement (the "Termination Date"). The Escrow Agent is hereby directed to disregard any claim for damages received after the Termination Date.
