Common use of Notice and Determination of Claims Clause in Contracts

Notice and Determination of Claims. a. If any Parent Group Member wishes to make a claim for indemnification to be satisfied from the Indemnity Fund, such Parent Group Member (individually or collectively, the "CLAIMING PARTY") shall notify the Escrow Agent in writing (the "CLAIM NOTICE") of the facts giving rise to such claim for indemnification hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Shareholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known) the Loss or Expense, the method of computation of such Loss or Expense and contain a reference to the provisions of this Agreement in respect of which such Loss or Expense shall have occurred. If the Claiming Party is not Parent, the Claim Notice must be accompanied by a certificate from Parent confirming that the Claiming Party is a Parent Group Member. At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Claiming Party to the Shareholder Representatives.

Appears in 1 contract

Samples: Escrow and Indemnity Agreement (Advanced Energy Industries Inc)

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Notice and Determination of Claims. a. (a) If any Parent Group Member wishes to make a claim for indemnification to be satisfied from the Indemnity Fund, such Parent Group Member (individually or collectively, the "CLAIMING PARTY"“Claiming Party”) shall so notify the Escrow Indemnity Agent in writing (the "CLAIM NOTICE"“Claim Notice”) of the facts giving rise to such claim for indemnification hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's ’s contemporaneous delivery of a duplicate copy of the Claim Notice to the Shareholder Stockholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known) the Loss or Expense, Expense and the method of computation of such Loss or Expense and contain a reference to the provisions of this Agreement in respect of which such Loss or Expense shall have occurred. If the Claiming Party is not Parent, the Claim Notice must be accompanied by a certificate from Parent confirming that the Claiming Party is a Parent Group Member. At the time of delivery of any Claim Notice to the Escrow Indemnity Agent, a duplicate copy of such Claim Notice shall be delivered by the Claiming Party to the Shareholder Stockholder Representatives.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stratos Lightwave Inc)

Notice and Determination of Claims. a. (a) If any Parent Group Member wishes to make a claim for indemnification to be satisfied from the Indemnity Fund, such Parent Group Member (individually or collectively, the "CLAIMING PARTYClaiming Party") shall so notify the Escrow Indemnity Agent in writing (the "CLAIM NOTICEClaim Notice") of the facts giving rise to such claim for indemnification hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Shareholder Stockholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known) the Loss or Expense, Expense and the method of computation of such Loss or Expense and contain a reference to the provisions of this Agreement in respect of which such Loss or Expense shall have occurred. If the Claiming Party is not Parent, the Claim Notice must be accompanied by a certificate from Parent confirming that the Claiming Party is a Parent Group Member. At the time of delivery of any Claim Notice to the Escrow Indemnity Agent, a duplicate copy of such Claim Notice shall be delivered by the Claiming Party to the Shareholder Stockholder Representatives.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stratos Lightwave Inc)

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Notice and Determination of Claims. a. (a) If any Parent Group Member wishes to make a claim for indemnification to be satisfied from the Indemnity Fund, such Parent Group Member (individually or collectively, collectively the "CLAIMING PARTYClaiming Party") shall so notify the Escrow Indemnity Agent in writing (the "CLAIM NOTICEClaim Notice") of the facts giving rise to such claim for indemnification hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Shareholder Stockholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known) the Loss such Losses or Expense, Expenses and the method of computation of such Loss Losses or Expense Expenses and contain a reference to the provisions of this Agreement in respect of which such Loss or Expense shall have occurred. If the Claiming Party is not Parent, the Claim Notice must be accompanied by a certificate from Parent confirming that the Claiming Party is a Parent Group Member. At Subject to Section 11.4(b), the time Indemnity Agent shall, on the twentieth (20th) business day after receipt of delivery of any a Claim Notice with respect to indemnification for a specified amount, pay or deliver to Parent, for its account or the Escrow Agent, a duplicate copy account of such each Parent Group Member named in the Claim Notice the Indemnity Fund or the portion thereof specified in the Claim Notice. Payment shall be delivered by as specified in the Claiming Party to the Shareholder RepresentativesClaim Notice.

Appears in 1 contract

Samples: Agreement of Merger (Tellabs Inc)

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