Claims Upon Escrow Funds. Upon receipt by the Escrow Agent at any time on or before the last day of the General Escrow Period of a certificate signed by any officer of FRT (an "Officer's Certificate"): (A) stating that an FRT Indemnified Party has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Damages as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of RedChip contained herein or in any instrument delivered pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, the Escrow Agent shall, subject to the provisions of Section 10.4(f) hereof, deliver to FRT out of the appropriate Escrow Fund(s), as promptly as practicable, shares of FRT Stock and/or cash held in the applicable Escrow Fund in an amount equal to such Damages. For the purposes of determining the number of shares of FRT Stock to be delivered to a FRT Indemnified Party out of an Escrow Fund pursuant to Section 10.4(e), the shares of FRT Stock shall be valued at the closing price of the FRT Stock on the Closing Date as reported on the OTCBB. In the event an Escrow Fund also contains cash, the election to receive cash or FRT Stock shall be made by the FRT Indemnified Party entitled to receive Damages.
Claims Upon Escrow Funds. In the event Parent incurs or becomes aware of any Losses or potential Losses for which it is entitled to indemnity under this Article IV, it shall deliver to the Escrow Agent and the Company Stockholder Agent a certificate signed by any officer of Parent (an "OFFICER'S CERTIFICATE"): (A) stating that Parent has (i) incurred or (ii) for purposes of extending the Escrow pursuant to Section 4.2(c) above, reasonably anticipates that it will have to incur Losses, (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly incurred, or the basis for such anticipated liability, and either the nature of the misrepresentation, breach of warranty or claim or the litigation matter to which such item is related. Upon the receipt of a certificate pursuant to clause (A)(i) above the Escrow Agent shall, subject to the provisions of Section 4.2(h) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, such amounts held in the Escrow Fund equal to such Losses incurred. In determining the number of shares of Parent Common Stock to be paid out by the Escrow Agent pursuant to this Article IV, such shares shall be valued by the Escrow Agent at the closing price (the "ESCROW PRICE") of Parent Common Stock on the NASDAQ or, if the Parent Common Stock is not then listed on the NASDAQ, the principal securities market on which the Parent Common Stock is traded, as reported in the Wall Street Journal or similar national financial publication on the Closing Date. Upon request by the Escrow Agent, a duly authorized officer of the Company shall deliver a certificate of the Escrow Price. The Parent shall not be entitled to receive any disbursement or cause any amount to be retained in Escrow with respect to any Losses arising in respect of any individual occurrence or circumstance unless the aggregate amount of all Losses shall exceed $175,000; provided, further, that in the event the aggregate amount of such Losses of Parent shall exceed $175,000, then Parent shall be entitled to recover from the Escrow Fund only Losses in excess of $175,000.
Claims Upon Escrow Funds. (1) Subject to the objection procedure established below, the Undisclosed Liabilities Escrow Agent will deliver to AmeriNet out of the Undisclosed Liabilities Escrow Fund, as promptly as practicable, shares of AmeriNet's common stock or other assets held in the Undisclosed Liabilities Escrow Fund in an amount equal to the funds required to recover the monetary damages resulting from such Undisclosed Liabilities, provided that
Claims Upon Escrow Funds. Upon receipt by the Escrow Agent of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses; (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability; and (C) either the nature of the misrepresentation, breach of warranty or claim or the Litigation Matter to which such item is related, the
Claims Upon Escrow Funds. Subject to the objection procedure established below, the Undisclosed Liabilities Escrow Agent will deliver to Colmena out of the Undisclosed Liabilities Escrow Fund, as promptly as practicable, shares of Colmena's common stock or other assets held in the Undisclosed Liabilities Escrow Fund in an amount equal to the funds required to recover the monetary damages resulting from such Undisclosed Liabilities, provided that
Claims Upon Escrow Funds. Upon receipt by the Escrow Agent on or ------------------------ before the last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"), setting forth the estimate of Damages and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall, subject to the provisions of Section 8.5 and 8.6 below, deliver to Parent out of the Cash Escrow Fund, as promptly as practicable, the Escrow Cash held in the Cash Escrow Fund having a value equal to such Damages. In the event the Damages exceed the aggregate amount of assets held in the Cash Escrow Fund, the Escrow Agent shall deliver to Parent out of the Stock Escrow Fund, shares of Parent Common Stock or other assets held in the Stock Escrow Fund having a value equal to such Damages not previously covered by the Cash Escrow Fund. For the purpose of compensating Parent for its Damages pursuant to this Agreement, the Parent Common Stock in the Stock Escrow Fund shall be valued at $32 per share of Parent Common Stock (the "Escrow Value").
Claims Upon Escrow Funds. (i) Upon receipt by the Escrow Agent at any time on or before the termination of the applicable Escrow Period of a certificate signed by any officer of Peregrine (an "OFFICER'S CERTIFICATE") (A) stating that Peregrine or a wholly-owned subsidiary of Peregrine deemed a "Buyer" under the Purchase Agreement has paid or properly accrued or reasonably anticipates that it will have to pay or accrue, in the case of the Employment Escrow Fund, any Employment Losses or, in the case of the General Escrow Fund, any other Losses (including Tax Losses); (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, and (C) stating that Peregrine is entitled to be indemnified for such loss pursuant to Article X of the Purchase Agreement, the Escrow Agent shall, subject to the provisions of Sections 1.3(d) and 1.3(e) hereof, deliver to Peregrine out of the Escrow Funds, as promptly as practicable, cash or Buyer Shares, as the case may require, held in the applicable Escrow Fund in an amount equal to such Losses.
Claims Upon Escrow Funds. Upon receipt by the Escrow Agent at any time on or before the last day of the General Escrow Period or Special Escrow Period, as applicable, of a certificate signed by any officer of NAI (an 'OFFICER'S CERTIFICATE'): (A) stating that NAI or its Subsidiaries has incurred and paid or properly accrued Losses or Special Losses, as applicable (or reasonably anticipates that it may have to pay or accrue Losses or Special Losses, as applicable), and (B) specifying in reasonable detail the individual items of Losses or Special Losses, as applicable, included in the amount so stated, the date each such item was incurred and paid or properly accrued, or the basis for such anticipated liability, and in the case of Losses the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7(c)(vi) and 7(c)(vii) hereof, deliver, as promptly as practicable, to NAI or its Subsidiaries out of the General Escrow Fund or Special Escrow Fund, as applicable, such amounts held in the applicable Escrow Fund equal to such Losses or Special Losses. NAI shall submit an Officer's Certificate only in good faith. Claims in respect of Special Losses shall be made in accordance with the additional provisions set forth in Section 7(c)(v) of the NAI Disclosure Schedule. NAI or its Subsidiaries will only make claims against the Special Escrow Fund based on any provisional or definitive Tax assessment by the applicable Spanish Tax authorities. NAI and its Subsidiaries further agrees not intentionally initiate or prompt such an investigation or assessment.
Claims Upon Escrow Funds. Upon receipt by the Escrow Agent ------------------------ on or before the last day of the Primary Escrow Period or Secondary Escrow Period, as the case may be, of a certificate signed by any appropriately authorized officer of Acquiror (an "Officer's Certificate"):
Claims Upon Escrow Funds
