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 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 either Company Shareholders' Representative and the Escrow Agent. Each Claim Notice shall state the basis for such claim, the amount of Damages incurred or suffered by such Indemnitee and the number of Escrow Shares corresponding to said Damages (the "Claimed Amount"). No Indemnitee shall make any claim for Damages after February 29, 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. (b)
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 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. If Parent has a claim pursuant to Section 2.1 hereof, Parent may, on or prior to, in the case of Messrs. Lander, Alam and Kvetinskas, the date twelve (12) months from the Closing Date, and in the case of Xx. Xxxxxxx, the date eighteen (18) months from the Closing Date (in each case, plus an additional five (5) days for administration, the "TERMINATION DATE"), deliver a claim notice (a "CLAIM NOTICE") to the relevant Skipping Stone Stockholder(s) and to the Escrow Agent. A Claim Notice shall state that Parent believes that there is a claim giving specifics in reasonable detail under Section 2.1 hereof against specified Escrow Shares, and shall identify the relevant Skipping Stone Stockholder and Escrow Shares that are the subject of such claim (the "CLAIMED SHARE AMOUNT"). 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.
Delivery of Claim Notice. Upon the receipt of notice (hereinafter the "Claim Notice"), duly certified by an officer of Purchaser, setting forth Purchaser's calculation of the portion of Escrow Property due at that time under
Delivery of Claim Notice. If an Indemnified Person has incurred or suffered Loss or Expense for which it is entitled to indemnification under Section 2(b) of this Agreement, Computone shall, on or prior to July 31, 2001 with respect to the Cash Escrow Account (the "Cash Escrow Expiration Date") and July 31, 2002 with respect to the Stock Escrow Account (the "Stock Escrow Expiration Date"), give written notice of such claim (a "Claim Notice") to the Shareholders, with a copy being provided to the Escrow Agent. Each Claim Notice shall state the amount of claimed Loss or Expense (the "Claimed Amount") and the basis for such claim. Computone shall not make any claim for Loss or Expense against the Stock Escrow Account or any of the Shareholders after the Stock Escrow Expiration Date or against the Cash Escrow Account after the Cash Escrow Expiration Date.
