Claims Against Escrow Fund. For a period of twenty-four (24) months after the Closing Date, Parent shall be entitled to make a written claim against the Escrow Fund in accordance with the terms of the Escrow Agreement for, without duplication: (i) Taxes imposed on or payable by the Company or any Subsidiary for any Pre-Closing Tax Period, except to the extent such Taxes have been accrued or reflected in the Final Working Capital Amount; (ii) Taxes imposed on the Company or any Subsidiary as a result of the Company or any Subsidiary being included in an Affiliated Group that files consolidated or combined returns by reason of U.S. Treasury Regulation Section 1.1502-6 or any comparable provision of state, local or foreign law, except to the extent such Taxes have been accrued or reflected in the Final Working Capital Amount; (iii) with respect to Straddle Periods, Taxes imposed on or payable by the Company or any Subsidiary which are allocable to the Pre-Closing Tax Period, except to the extent such Taxes have been accrued or reflected in the Final Working Capital Amount; and (iv) Taxes imposed on or payable by the Company or any Subsidiary as a result of a breach of any representation or warranty set forth in Section 3.11 or this Section 5.12. Any such claim against the Escrow Fund shall be reduced by the amount of any Tax Benefit (as defined in Section 7.3(c)) realized with respect to such Taxes for which a claim against the Escrow Fund is being sought. In no event shall any matter, facts or circumstances pertaining to any item (or the amount thereof) set forth on or reflected in the Company's Statement, the Closing Balance Sheet, the Determination, the Final Closing Balance Sheet, the Preliminary Working Capital Amount or the Final Working Capital Amount which resulted in a post-closing adjustment to the Initial Merger Consideration pursuant to Section 2.9 hereof give rise to any claim by Parent on the Escrow Fund under this Section 5.12 or Article VII.
Claims Against Escrow Fund. At any time or times prior to the -------------------------- expiration of this Agreement, Buyer may make claims against the Escrow Fund pursuant to Section 10.6 of the Purchase Agreement. Buyer shall notify the Stockholders' Representative and the Escrow Agent in writing prior to the expiration of this Agreement of each such claim, including a summary of the amount of and bases for such claim. If the Stockholders' Representative shall dispute such claim, the Stockholders' Representative shall give written notice thereof to Buyer and to the Escrow Agent within twenty (20) days after receipt of notice of Buyer's claim, in which case the Escrow Agent shall continue to hold the Escrow Fund in accordance with the terms of this Agreement; otherwise, such claim shall be deemed to have been acknowledged to be payable out of the Escrow Fund in the full amount thereof and the Escrow Agent shall use its best efforts to pay such claim in immediately available funds to Buyer within three (3) business days after expiration of said twenty day period or as soon as possible thereafter. If the amount of the claim exceeds the value of the Escrow Fund, the Escrow Agent shall have no liability or responsibility for any deficiency.
Claims Against Escrow Fund. The parties agree -------------------------- and acknowledge that any and all Claims for Damages made against the Shareholder by a NII Indemnified Party pursuant to Sections 8.1 and 8.3 on or prior to the Escrow Release Date may be applied, upon final resolution of any such Claim (regardless when such resolution actually
Claims Against Escrow Fund. Subject to the provisions of Article VII of the Merger Agreement, the Stockholders have agreed to indemnify and hold harmless each of Parent and the Surviving Corporation from and against, and shall compensate and reimburse each of them for, Losses, as set forth therein. Upon compliance with the terms hereof, Parent shall be entitled to receive payment in Escrow Shares from the Escrow Fund for amounts owing in respect of any indemnification obligations or other claims under or pursuant to the Merger Agreement.
Claims Against Escrow Fund. (a) At any time or time prior to the Expiration Date, the Purchaser may make indemnification claims against the Escrow Fund for amounts due to the Purchaser for indemnification under Article V of the Purchase Agreement. If the Purchaser wishes to make any such indemnification claim, it shall duly deliver to the Seller's Representative and the Escrow Agent a Claim Notice in accordance with Section 5.7 of the Purchase Agreement and this Section 4(a). Each such Claim Notice shall set forth:
Claims Against Escrow Fund. The parties hereto agree that the SAFLINK -------------------------- Indemnitees shall be entitled to make claims against the Escrow Fund for indemnifiable Losses pursuant to this Agreement and Article IX of the Purchase Agreement. The SAFLINK Indemnitees shall be entitled to make claims against the Escrow Fund for such purpose at any time prior to 11:59 p.m., Pacific time, on December 15, 2002 (the "Escrow Period"), unless this Agreement is terminated at an earlier date pursuant to Section 5 hereof. Any claim by the SAFLINK Indemnitees against the Escrow Fund for indemnifiable Losses during the above time period shall be presented to the Escrow Agent as follows:
Claims Against Escrow Fund. From and after the Closing Date and subject to the provisions of this Article VII, Parent shall be entitled to make a written claim against the Escrow Fund in accordance with the terms of the Escrow Agreement for, without duplication:
Claims Against Escrow Fund. Pursuant to Article X.2 of the Merger Agreement, Parent is entitled to make claims against the Escrow Fund for Parent Indemnifiable Damages. Unless this Agreement is terminated at an earlier date, Parent shall be entitled to make claims against the Escrow Fund for such purpose at any time through and including July 20, 2000 (xxx "Xxxxxx Xxxxxx"), (xxxxxx xxxs Agreement is terminated at an earlier date pursuant to Section 5 hereof), but not thereafter. Any claim by Parent against the Escrow Fund for Parent Indemnifiable Damages during the above time period shall be presented to the Escrow Agent as follows:
Claims Against Escrow Fund. Upon determination of the amount claimed against the Escrow Fund, Stevxxx xxx, at his sole option, settle the Escrow Claim by (a) written notification to Medibuy within seven (7) calendar days (the "Option Period") of the later of (i) notification given to Stevxxx xxxsuant to Section 5.4 above or (ii) settlement of the third-party claim and (b) payment to Medibuy in immediately available funds of the amount of the Escrow Claim. Upon expiration of the Option Period, Medibuy shall be entitled to receive out of the Escrow Fund such number of the Pledged Shares as shall be obtained by dividing the Escrow Claim by the then fair market value of the Pledged Shares as determined by the Medibuy Board of Directors in good faith.
Claims Against Escrow Fund. SECTION 3.1. Upon receipt by the Escrow Agent on or before the last day the Escrow Fund remains in existence of a certificate signed by the Chief Executive Officer or Chief Financial Officer of Buyer and by any Vice President of AO and each of the Shareholders ("Officer's Certificate"):
