Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. (a) Promptly, but in any event within 10 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (an "Indemnification Claim"), the Purchaser, to the extent it desires to be indemnified for any claims for any such claim or demand, shall give written notice to the Company of such Indemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; provided, however, that the failure to give a timely Notice of Claim to the Company shall not relieve the Company from any liability that it may have to the Purchaser Indemnified Parties hereunder to the extent that the Company is not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser shall furnish to the Company such information (in reasonable detail) as the Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Agilent Technologies Inc)

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Procedure for Claims. (a) Promptly, but in any event within 10 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (an "Indemnification Claim"), the Purchaser, to the extent it desires to be indemnified for any claims for any such claim or demand, shall give written notice to the Company of such Indemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; providedPROVIDED, howeverHOWEVER, that the failure to give a timely Notice of Claim to the Company shall not relieve the Company from any liability that it may have to the Purchaser Indemnified Parties hereunder to the extent that the Company is not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser shall furnish to the Company such information (in reasonable detail) as the Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Hewlett Packard Co)

Procedure for Claims. (a) Notice of Claim. Promptly, but in any event within 10 days --------------- after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (referred to herein as an "Indemnification Claim"), the Purchaser, to the extent it desires to be indemnified for any claims for any such claim or demand, a Purchaser shall give written notice to the Company of such Indemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; provided, however, that the failure to give a ----------------- timely Notice of Claim to the Company shall not relieve the Company from any liability that it may have to the Purchaser Indemnified Parties hereunder to the extent that the Company is not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser Purchasers shall furnish to the Company such information (in reasonable detail) as the Purchaser Purchasers may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Appears in 1 contract

Samples: Stock Purchase Agreement (Diametrics Medical Inc)

Procedure for Claims. (a) NOTICE OF CLAIM. Promptly, but in any event within 10 30 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (any such claim an "Indemnification Claim"), the Purchaser, party or parties entitled to indemnification hereunder (the extent it desires to be indemnified for any claims for any such claim or demand, "Indemnified Party") shall give written notice to the Company party or parties subject to indemnification obligations therefor (the "Indemnifying Party") of such Indemnification Claim (a "Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification ClaimsClaims then known; providedPROVIDED, howeverHOWEVER, that the failure to timely give a timely Notice of Claim to the Company Indemnifying Party shall not relieve the Company Indemnifying Party from any liability that it may have to the Purchaser Indemnified Parties Party hereunder to the extent that the Company Indemnifying Party is not prejudiced by such failure. Subject to Section 8.1 hereof, no Indemnified Party shall be entitled to give a Notice of Claim with respect to any representation and warranty eighteen (18) months from the Closing Date. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser Indemnified Party shall furnish to the Company Indemnifying Party such information (in reasonable detail) as the Purchaser Indemnified Party may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Appears in 1 contract

Samples: Stock Purchase Agreement (Consolidated Water Co LTD)

Procedure for Claims. (a) Promptly, but in any event within 10 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (an "Indemnification Claim"), the Purchaser, to the extent it desires to be indemnified for any claims for any Purchaser affected by such claim or demand, shall give written notice to the Company of such Indemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; providedPROVIDED, howeverHOWEVER, that the failure to give a timely Notice of Claim to the Company shall not relieve the Company from any liability that it may have to the Purchaser Indemnified Parties hereunder to the extent that the Company is not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Each Purchaser shall furnish to the Company such information (in reasonable detail) as the such Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (BCC Acquisition Ii LLC)

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Procedure for Claims. (a) Promptly, but in any event within 10 days after NOTICE OF CLAIM. After obtaining knowledge of any claim or demand which may give has given rise to, or could reasonably give rise to, a claim for indemnification hereunder under this Article VI (referred to herein as an "Indemnification ClaimINDEMNIFICATION CLAIM"), the Purchaser, an Indemnified Party will be required to the extent it desires to be indemnified for any claims for any such claim or demand, shall give written notice to the Company of such Indemnification Claim ("Notice of ClaimNOTICE OF CLAIM"). A Notice of Claim shall will be given with respect to all Indemnification Claims, whether or not the Threshold has been reached; providedPROVIDED, howeverHOWEVER, that the failure to give a timely Notice of Claim to the Company shall will not relieve the Company from any liability that it may have to the Purchaser an Indemnified Parties Party hereunder to the extent that the Company is not prejudiced by such failure. The Notice of Claim shall will be required to set forth the amount (or a reasonable estimate) of the loss, damage Loss or expense Losses suffered, or which may be suffered, by the Purchaser an Indemnified Party as a result of such Indemnification Claim and Claim, whether or not the aggregate amount of all Indemnification Claims to date Threshold has been reached, and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser shall Indemnified Party will furnish to the Company such information (in reasonable detail) as the Purchaser it may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Appears in 1 contract

Samples: Investment Agreement (Explorer Holdings Lp)

Procedure for Claims. (a) Promptly, but in any event within 10 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (an "Indemnification Claim"), the Purchaser, to the extent it desires to be indemnified for any claims Claims for any such claim or demand, shall give written notice to the Company of such Indemnification Claim ("Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; provided, however, that the failure to give a timely Notice of Claim to the Company shall not relieve the Company from any liability that it may have to the Purchaser Indemnified Parties hereunder to the extent that the Company is not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser shall furnish to the Company such information (in reasonable detail) as the Purchaser may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Diametrics Medical Inc)

Procedure for Claims. (a) Notice of Claim. Promptly, but in any event within 10 days after --------------- obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (referred to herein as an "Indemnification ClaimINDEMNIFICATION CLAIM"), the Purchaser, to the extent it desires to be indemnified for any claims for any such claim or demand, Hyatt shall give written notice to the Company IFT of such Indemnification Claim ("Notice of ClaimNOTICE OF CLAIM"). A Notice of Claim shall be given with respect to all Indemnification Claims; provided, -------- however, that the failure to give a timely Notice of Claim to the Company IFT shall not ------- relieve the Company IFT from any liability that it may have to the Purchaser Hyatt Indemnified Parties hereunder to the extent that the Company IFT is not prejudiced by such failure. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Hyatt Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim. The Purchaser Hyatt shall furnish to the Company IFT such information (in reasonable detail) as the Purchaser Hyatt may have with respect to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Appears in 1 contract

Samples: Strategic Alliance Agreement (Interactive Flight Technologies Inc)

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