Common use of Distributions and Claims Clause in Contracts

Distributions and Claims. (a) Upon obtaining knowledge of any state of facts, claim or demand which has given rise to a claim for indemnification hereunder (referred to herein as an "Indemnification Claim"), the party seeking indemnification (the "Indemnified Party") shall give written notice of such state of facts, claim or demand, specifying, if applicable, the section of the Merger Agreement containing the representation and warranty giving rise to the claim or demand and in reasonable detail all other relevant facts pertaining to the Indemnification Claim ("Notice of Claim") to the party from whom indemnification is sought (the "Indemnifying Party") and to the Indemnification Escrow Agent. In the event that a Notice of Claim is given by Acquiror after the date all Indemnification Escrow Shares have been delivered to Acquiror in satisfaction of other Indemnification Claims, such Notice of Claim shall be delivered only to the Shareholders. No party shall be entitled to give a Notice of Claim after the Indemnification Termination Date or the Audit Date, as the case may be, except with respect to (i) any matter which was the subject of a Notice of Claim given prior to such date or (ii) a claim by Acquiror pursuant to Section 3(d), and then only within the time period specified in such Section 3(d). The Notice of Claim shall set forth the amount of the Adverse Consequences suffered, or the Indemnified Party's good faith, non-binding estimate of the Adverse Consequences which may be suffered, by the Indemnified Party and in the case of a Notice of Claim delivered by the Acquiror after the date all Indemnification Escrow Shares have been delivered to the Acquiror in satisfaction of other Indemnification Claims, the amount to be paid by the Shareholders. Subject to the applicable survival periods set forth in Section 2 hereof, no failure or delay by the Indemnified Party in the giving of a Notice of Claim shall reduce or otherwise affect the Indemnified Party's right to indemnification hereunder except to the extent that the Indemnifying Party has been prejudiced thereby. The date of a Notice of Claim shall be deemed to be:

Distributions and Claims. (a) Upon obtaining knowledge of any state of facts, claim or demand which has given rise to to, or could reasonably give rise to, a claim for indemnification hereunder (referred to herein as an "Indemnification Claim"), Parent or the party seeking indemnification Surviving Corporation, as applicable (the "Indemnified Party") ), shall promptly give written notice of such state of facts, claim or demand, specifying, if applicable, the section of the Merger Agreement containing the representation and warranty giving rise to the claim or demand and in reasonable detail all other relevant facts pertaining to the Indemnification Claim ("Notice of Claim") to the party from whom indemnification is sought (the "Indemnifying Party") as described below. The Indemnified Party shall give the Notice of Claim to either (i) the Indemnification Representative and to the Indemnification Escrow Agent. In Agent if the event that a Notice of Claim is given by Acquiror prior to the earlier of (x) one (1) year from the Effective Time and (y) publication of Parent's audited financial results for the year ended December 31, 1999 (the "Escrow Termination Date") or (ii) the Company Shareholder(s) against whom the Parent is asserting the Indemnification Claim if the Notice of Claim is given after the date all Indemnification Escrow Shares have been delivered to Acquiror Parent or the Surviving Corporation in satisfaction of other Indemnification Claims, such Notice of Claim . Parent shall be delivered only give written notice to the ShareholdersIndemnification Escrow Agent and the Indemnification Representative of the publication of Parent's audited financial results for the year ended December 31, 1999. No party Such notice shall also set forth the Escrow Termination Date. Parent or the Surviving Corporation, as applicable, shall not be entitled to give a Notice of Claim after the Indemnification Termination Date or the Audit Date, as the case may be, except with respect to (i) any matter which was the subject of a Notice of Claim given prior to such date or (ii) a claim by Acquiror pursuant to Section 3(d), and then only within the time period specified in such Section 3(d)date. The Notice of Claim shall set forth the amount of the Adverse Consequences loss, expense, liability or other damage suffered, or the Indemnified Party's good faith, non-binding estimate of the Adverse Consequences which may be suffered, by the Indemnified Party and Party, and, in the case of a Notice of Claim delivered by the Acquiror after the date all Indemnification Escrow Shares have been delivered pursuant to the Acquiror in satisfaction of other Indemnification Claimsclause (ii) above, the amount to be paid by the ShareholdersCompany Shareholder(s). Subject So long as the Notice of Claim is given by the Indemnified Party prior to the applicable survival periods set forth in Section 2 hereofIndemnification Termination Date, no failure or delay by the Indemnified Party in the giving of a Notice of Claim shall reduce or otherwise affect the Indemnified Party's right to indemnification hereunder except to the extent that the Indemnifying Party has been prejudiced thereby. The date of a Notice of Claim shall be deemed to be:

Distributions and Claims. (a) Upon obtaining knowledge (i) PairGain shall provide to the Escrow Agent a copy of any state each Notice of facts, claim or demand which has given rise Action and Claim Notice delivered to a claim for indemnification hereunder (referred the Stockholder Representative pursuant to herein as an "Indemnification Claim"), the party seeking indemnification (the "Indemnified Party") shall give written notice of such state of facts, claim or demand, specifying, if applicable, the section Section 6.6 81 of the Merger Agreement containing no later than the representation and warranty giving rise date on which such Notice of Action or Claim Notice is sent to the claim or demand Stockholder Representative. Each Notice of Action and in reasonable detail all other relevant facts pertaining Claim Notice delivered to the Indemnification Claim ("Escrow Agent shall include a certification that PairGain has mailed a copy of such Notice of Claim") Action or Claim Notice to the party from whom indemnification is sought (Stockholder Representative as provided in Section 6.6 of the "Indemnifying Party") Merger Agreement. No claim shall be considered to be an indemnifiable claim pursuant to Section 6 of the Merger Agreement or this Escrow Agreement unless the amount of such claim exceeds $7,500, and to the Indemnification Escrow Agent. In the event that a no Notice of Claim is or Claim Notice shall be given by Acquiror after with respect to a claim of less than $7,500. A Notice of Claim or Claim Notice shall be given whether or not the date all Indemnification basket of $200,000 has been reached under Section 6.4 of the Merger Agreement (hereinafter referred to as the "Basket"). PairGain shall also give the Escrow Agent and the Stockholder Representative notice of when the Basket has been reached and when the Escrow Shares have been delivered exhausted, according in each case to Acquiror the Notices of Action and Claim Notices submitted by PairGain without regard to the existence of any Challenged Claim (as defined below), which notice may be contained in satisfaction of other Indemnification Claims, such a Notice of Action or Claim Notice. PairGain shall be delivered only to the Shareholders. No party shall not be entitled to give a Notice of Action or Claim Notice after the Indemnification Termination Date or the Audit Date; provided, as the case may be, except any dispute with respect to (i) any whether a matter which was the subject of a prior Notice of Action or Claim given prior Notice shall be submitted to such date or (ii) a claim by Acquiror pursuant to arbitration in accordance with Section 3(d), and then only within 6.8 of the time period specified in such Section 3(d)Merger Agreement. The Notice of Action or Claim Notice shall set forth the identity of the Indemnifying Party or Parties and of the Indemnified Party or Parties, a brief description of the nature of the claim, the maximum amount of the Adverse Consequences loss, expense, liability or other damage suffered, or the Indemnified Party's good faith, non-binding estimate of the Adverse Consequences which may be suffered, by the Indemnified Party Party, and in the case number of a Notice of Claim delivered by the Acquiror after the date all Indemnification Escrow Shares have been delivered with a value equal to such amount, rounded up to the Acquiror in satisfaction next number of other Indemnification Claims, the amount to be paid by the Shareholders. Subject to whole shares and shall indicate the applicable survival periods set forth in Section 2 hereof, no failure or delay by sections of the Indemnified Party in Merger Agreement under which the giving of a Notice of Claim shall reduce or otherwise affect the Indemnified Party's right to indemnification hereunder except to the extent that the Indemnifying Party has been prejudiced thereby. The date of a Notice of Claim shall be deemed to be:claim for indemnity arises.