Claims Against Escrow Funds Sample Clauses

Claims Against Escrow Funds. If, on or before the Escrow Termination Date, the Escrow Agent receives a Notice of Claim from SFI, then, in each instance in which such a Notice of Claim is received, the Escrow Agent shall, from and after its receipt of that Notice of Claim, hold the portion of the Escrow Funds equal to the Estimated Indemnified Amount or the remainder of the Escrow Funds should it be less than the Estimated Indemnified Amount (the "Indemnification Holdback") until such time (whether before or after the Escrow Termination Date) as the conditions of Section 4.2 hereof have been complied with as to such Notice of Claim.
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Claims Against Escrow Funds. At any time or times prior to the Expiration Date (as defined in Section 5) --------- SM&A may make claims against the Escrow Funds for amounts due for indemnification under Article 10 of the Merger Agreement. SM&A shall notify the Shareholder Representative and the Escrow Agent in writing of each such claim ("Notice of Claim"), including a brief description of the amount and nature of --------------- such claim. If the amount subject to the claim is unliquidated, SM&A shall make a good faith estimate as to the amount of the claim for purposes of determining the amount to be withheld from the Escrow Funds by the Escrow Agent if such claim is not resolved or otherwise adjudicated by the Expiration Date. Such good faith estimate shall be included in the Notice of Claim. If the Shareholder Representative shall dispute a claim or SM&A's estimate as to the amount of the claim, the Shareholder Representative shall give written notice thereof to SM&A and to the Escrow Agent within 30 days after the date SM&A's Notice of Claim was received by the Shareholder Representative, in which case the Escrow Agent shall continue to hold the Escrow Funds in accordance with the terms of this Agreement; otherwise, such liquidated claim ("Liquidated Claim") ---------------- shall be deemed to have been acknowledged to be payable out of the Escrow Funds in the full amount thereof as set forth in the Notice of Claim and the Escrow Agent shall use its best efforts to pay such Liquidated Claim from the Escrow Funds to SM&A within three business days after expiration of said 30-day period. Unliquidated claims shall not be paid until liquidated. Disputes as to SM&A's good faith estimate of a claim shall be resolved as provided in Section 4.1. ----------- The value of Escrow Funds paid to satisfy a claim under this Agreement shall be allocated pro rata among the Shareholders based on their proportionate interests in the aggregate Escrow Funds, as indicated in Schedule 3.1
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Claims Against Escrow Funds. (a) In the event from time to time TALX shall claim that any TALX Indemnified Person has suffered or expects to suffer any Indemnified Losses for which the Shareholders are obligated to indemnify such TALX Indemnified Person under Section 11.1 hereof, TALX shall notify the Representatives of such claim pursuant to Section 11.5 or 11.6 hereof. If the Representatives shall not, within fifteen calendar days after receipt of such notice of TALX, advise TALX in writing that they dispute such TALX Indemnified Person's right to indemnification in respect of such claim, TALX shall be entitled to satisfy such claim, at once if said claim is liquidated, or subsequently immediately following such time as such portion(s) of any unliquidated claim becomes liquidated, by making withdrawals from the Escrow Funds on the terms and conditions set forth in the Escrow Agreement.
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Claims Against Escrow Funds. (a) Pursuant to Section 2.2(b)(i), at the Closing, Buyer shall pay to the escrow agent named in the Escrow Agreement (the “Escrow Agent”), as escrow agent to Buyer and the Archway Parties, in immediately available funds, for deposit into an account designated by the Escrow Agent (the “Escrow Account”), an amount equal to the sum of the Escrow Amount (such funds once deposited, are referred to as the “Escrow Funds”). (For clarity, the Holdback Amount will be held in the Escrow Account, but will be handled pursuant to Section 3.3(e).) The Escrow Funds shall be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement, which will be executed at Closing, by and among Buyer, the Archway Representative and the Escrow Agent.
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Claims Against Escrow Funds. 3.1 At any time or times prior to the Expiration Date (as defined in
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Claims Against Escrow Funds. In the event of any claim pursuant to Section 9.1(a), the Indemnified Party shall first recoup all of its Losses to which it is entitled under this Agreement (including, but not limited to, any amount owed to Buyer and/or Parent arising from Article IX) from the Escrow Funds then existing prior to recouping Losses directly from Seller and/or PMI.
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Claims Against Escrow Funds. The conditions of the escrow are as follows:
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Related to Claims Against Escrow Funds

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • Preferential Collection of Claims Against Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Issuer The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

  • Preferential Collection of Claims Against the Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against the Issuer The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Depositor or Trust In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Trust or any other obligor upon the Trust Securities or the property of the Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Property Trustee shall have made any demand on the Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise:

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Waiver of Claims Against Trust Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

  • Uninsured Losses; Proceedings Against Assets There shall occur any material uninsured damage to or loss, theft or destruction of any of the Collateral in excess of $5,000,000 or the Collateral or any other of the Loan Parties’ or any of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

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