Common use of Indemnification Claim Procedures Clause in Contracts

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 8.1, if an Indemnified Party wishes to make an indemnification claim under this Article VIII, including for a Third Party Claim (as defined below) such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Stockholders’ Representative (with a copy to the Escrow Agent, if the Escrow Period has not expired) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Company Indemnitor, to such Company Indemnitor directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) describing (A) the amount of claimed Losses in reasonable detail (to the extent known and reasonably quantifiable by Parent), and (B) the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Docusign Inc)

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Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 8.19.3, if an Indemnified Party wishes to make an indemnification claim under this Article VIIIIX, including for a Third Party Claim (as defined below) such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Stockholders’ Securityholder Representative (with a copy to the Escrow Agent, if the Escrow Period has not expired) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Company Indemnitor, to such Company Indemnitor directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) describing (A) the amount of claimed specifying such Losses in reasonable detail (to the extent known and reasonably quantifiable by Parentavailable), and the date (Bif available) that each such Loss was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent Buyer may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof; provided that the update relates to the underlying facts and circumstances described in the initial Indemnification Claim Notice.

Appears in 2 contracts

Samples: Merger Agreement (F5 Networks, Inc.), Merger Agreement (F5 Networks, Inc.)

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Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 8.1, if an Indemnified Party wishes to make an indemnification claim under this Article VIII, including for a Third Party Claim (as defined below) such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the StockholdersShareholders’ Representative (with a copy to the Escrow Agent, if the Escrow Period has not expired) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Company Indemnitor, to such Company Indemnitor directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) describing (A) the amount of claimed Losses in reasonable detail (to the extent known and reasonably quantifiable by ParentPurchaser), and (B) the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent Purchaser may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof.

Appears in 1 contract

Samples: Share Purchase Agreement (Docusign, Inc.)

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