Common use of Indemnification Claim Procedures Clause in Contracts

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 9.3, if an Indemnified Party wishes to make an indemnification claim under this Article IX, such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder Representative (with a copy to the Escrow Agent) (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) specifying such Losses in reasonable detail (to the extent available), the date (if 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. 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 9.38.1, if an Indemnified Party wishes to make an indemnification claim under this Article IXVIII, including for a Third Party Claim (as defined below) such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder Stockholders’ Representative (with a copy to the Escrow Agent) (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) specifying such Losses describing in reasonable detail (A) the amount of claimed Losses (to the extent availableknown and reasonably quantifiable by Parent), the date and (if availableB) that each such Loss was paid, incurred, suffered or sustained, or the basis for such anticipated liabilityLiability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Buyer Parent 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 1 contract

Samples: Agreement and Plan of Merger (Danimer Scientific, Inc.)

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 9.38.1, if an Indemnified Party wishes to make an indemnification claim under this Article IXVIII, including for a Third Party Claim (as defined below) such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder 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) specifying such describing (A) the amount of claimed Losses in reasonable detail (to the extent availableknown and reasonably quantifiable by Parent), the date and (if availableB) 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. Buyer Parent 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 1 contract

Samples: Agreement and Plan of Merger (Docusign Inc)

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 9.38.1, if an Indemnified Party wishes to make an indemnification claim under this Article IXVIII, including for a Third Party Claim (as defined below) such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder Shareholders’ 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) specifying such describing (A) the amount of claimed Losses in reasonable detail (to the extent availableknown and reasonably quantifiable by Purchaser), the date and (if availableB) 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. Buyer Purchaser 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 1 contract

Samples: Share Purchase Agreement (Docusign, Inc.)

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Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 9.3, if If an Indemnified Party wishes to make an indemnification claim under this Article IX, such Indemnified Party shall deliver a written notice executed by an Authorized Representative (as defined in the Escrow Agreement) (an “Indemnification Claim Notice”) to the Securityholder Representative Escrow Agent (with a copy to the Stockholder Representative) prior to 5:00 p.m. Central Time on the Release Date (as defined in the Escrow AgentAgreement) for any claims against the Escrow Fund (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party 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) specifying such Losses in reasonable detail (to the extent available), the date (if 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. Buyer Acquiror 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 1 contract

Samples: Merger Agreement (Acxiom Corp)

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 9.39.1, if an Indemnified Party wishes to make an indemnification claim under this Article IX, such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder Representative (with a copy to the Escrow Agent) (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) specifying such Losses in reasonable detail (to the extent available), the date (if 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. Buyer may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof; thereof provided that the update relates to the underlying facts and circumstances described in the initial Indemnification Claim Notice.

Appears in 1 contract

Samples: Merger Agreement (F5 Networks Inc)

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