Claim Procedure. (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (PLX Technology Inc), Share Purchase Agreement (Dresser-Rand Group Inc.), Asset Purchase Agreement (Nova Biosource Fuels, Inc.)
Claim Procedure. (a) A party that seeks indemnity under this Article 9 or Article 10 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger (Pericom Semiconductor Corp)
Claim Procedure. (a) A party that seeks indemnity under this Article 9 7 (an “"Indemnified Party”") will give written notice (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”") containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Linkwell CORP), Asset Purchase Agreement (Moldflow Corp)
Claim Procedure. (a) A party that seeks indemnity under this Article 9 7 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 2 contracts
Samples: Secured Creditor Asset Purchase Agreement (Cancer Genetics, Inc), Secured Creditor Asset Purchase Agreement (Interpace Diagnostics Group, Inc.)
Claim Procedure. (a) 11.3.1 A party Party that seeks indemnity (a “Claim”) under this Article 9 Clause 11 (an “Indemnified Party”) will shall give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) containing containing: (ia) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, ; (iib) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Party; and (iiic) a demand for payment of those Losses.
Appears in 2 contracts
Samples: Business Transfer Agreement (Hospira Inc), Business Transfer Agreement (Hospira Inc)
Claim Procedure. (a) A party that seeks indemnity under this Article 9 ARTICLE 8 (an “Indemnified Party”) will give written notice (a an “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
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Claim Procedure. (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 1 contract
Claim Procedure. (a) 11.3.1 A party Party that seeks indemnity under this Article 9 Clause 11 (an “Indemnified Party”) will shall give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) containing containing: (ia) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, ; (iib) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Party; and (iiic) a demand for payment of those Losses.
Appears in 1 contract
Samples: Transfer Agreement (Hospira Inc)
Claim Procedure. (ad) A party that seeks indemnity under this Article 9 VIII (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Party, and (iii) a demand for payment of those Losses.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novatel Wireless Inc)
Claim Procedure. (a) A party that seeks indemnity under this Article 9 7 (an “Indemnified Party”) will give prompt written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
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Claim Procedure. (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing reasonably and in good faith (i) a description and, if known, and the estimated amount to the extent determinable of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Claim Procedure. (a) A party that seeks indemnity under this Article 9 8 (an “Indemnified Party”) will give prompt written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of 24 the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 1 contract
Samples: Stock Purchase Agreement (eTelecare Global Solutions, Inc.)
Claim Procedure. (a) A party that seeks indemnity under this Article 9 X (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 1 contract
Samples: Stock Purchase Agreement (Platform Specialty Products Corp)
Claim Procedure. (a) A party that seeks indemnity under this Article 9 8 (an “Indemnified Party”) will give prompt written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 1 contract
Samples: Stock Purchase Agreement (Value Exchange International, Inc.)
Claim Procedure. (a) A party that seeks indemnity under this Article 9 ARTICLE 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses.
Appears in 1 contract
Claim Procedure. (a) A party Party that seeks indemnity under this Article 9 XI (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, ; (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and Party; and, (iii) a demand for payment of those Losses.
Appears in 1 contract
Samples: Asset Sale Agreement (Data443 Risk Mitigation, Inc.)
Claim Procedure. (a) 13.2.1 A party Party that seeks indemnity under this Article 9 Clause 13 and Clause 12 (an “Indemnified Party”) will shall give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) containing containing: (ia) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, ; (iib) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Party; and (iiic) a demand for payment of those Losses.
Appears in 1 contract