Escrow Claims. If any claim for indemnification is made by an Indemnified Party pursuant to this Article VIII prior to the expiration of the Escrow Period, such Indemnified Party shall first apply to the Escrow Agent provided in Section 2.5 of this Agreement for reimbursement of such claim in accordance with the provisions of the Escrow Agreement; provided, however, the Escrow Sum is not intended to be an exclusive remedy in the event Buyer has indemnification claims hereunder which exceed such amount.
Escrow Claims. (a) When any Indemnified Party learns of any potential Claim under this Agreement (an “Escrow Claim”) against the Principals, it promptly will give written notice (a “Claim Notice”) to the Principals and to the Escrow Agent; provided, that failure to so notify the Principals or the Escrow Agent, as applicable, shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Escrow Claim and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Principals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim; provided, that failure to do so shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure.
Escrow Claims. An "Escrow Claim" shall be deemed to have occurred if within 180 days after the Closing Date (i) any claim for setoff has been made pursuant to Section 1.7 of the Purchase Agreement and in accordance with the Purchase Agreement ("Setoff"), and one of the Parties has concurrently notified the Escrow Agent of such claim, (ii) a third party has made a claim (whether or not a lawsuit or arbitration proceeding has commenced) that is subject to indemnification under the Purchase Agreement, and one of the Parties has concurrently notified the Escrow Agent of such claim, or (iii) any dispute between the Parties is arbitrated pursuant to Section 7.4 of the Purchase Agreement or submitted for resolution through any other legal proceeding in accordance with the provisions of the Purchase Agreement, and one of the Parties has notified Escrow Holder of such claim. The Escrow Agent shall not release any Escrow Shares until it has received written instructions pursuant to Section 1.4(b). Any Escrow Claim shall be deemed to have occurred if received before the Escrow Termination Date by the Escrow Agent. The Parties shall provide advance written notice of the identity of the arbitrator to the Escrow Agent pursuant to this Section 1.4.
Escrow Claims. Upon the making by an Indemnified Party of any indemnification claim from the Escrow Account pursuant to Section 13.2 or Section 13.3 (an “Escrow Claim”), Parent (on behalf of such Indemnified Party) shall notify the Representative and the Escrow Agent of such claim and an estimate of the amount necessary to satisfy and pay such claim, which may be updated from time to time by Parent (each such amount, a “Pending Escrow Claims Amount” and each such notice, a “Pending Escrow Claims Notice”) and the Escrow Agent will only thereafter distribute any Pending Escrow Claims Amounts in accordance with this Section 13.5(a) and Section 13.5(d) below. If Parent delivers a Pending Escrow Claims Notice setting forth a Pending Escrow Claims Amount and the Representative does not deliver a written objection to such Pending Escrow Claims Amount to Parent and the Escrow Agent within thirty (30) days after Parent’s delivery of such Pending Escrow Claims Notice, then the Escrow Agent will distribute to Parent on behalf of such Indemnified Party such Pending Escrow Claims Amount within two (2) Business Days after the expiration of such thirty (30) day period in accordance with the terms of the Escrow Agreement. If Parent delivers a Pending Escrow Claims Notice setting forth a Pending Escrow Claims Amount and the Representative delivers a written objection to such Pending Escrow Claims Amount to Parent and the Escrow Agent within thirty (30) days after delivery of such Pending Escrow Claims Notice by Parent, then Parent and the Representative shall promptly use their commercially reasonable efforts to settle the dispute as to whether and to what extent the Indemnified Party is entitled to indemnification with respect to such Escrow Claim. If Parent and the Representative are able to reach agreement within thirty (30) days after delivery of such Pending Escrow Claims Notice by Parent, then Parent and the Representative shall deliver a joint written instruction to the Escrow Agent setting forth such agreement and instructing the Escrow Agent to release funds from the Escrow Account pursuant thereto (an “Escrow Claim Settlement Letter”), and the Escrow Agent shall release such funds in accordance with the terms of the Escrow Agreement. If Parent and the Representative are unable to reach agreement within thirty (30) days after delivery of such Pending Escrow Claims Notice by Parent, then the Escrow Agent shall release the portion of such Escrow Claim not in dispute (if any) from ...
Escrow Claims. If at any time prior to the date that is twelve (12) months after the Closing Date (such time period, the “Holdback Period”) there are amounts remaining in the Escrow Fund, to the extent that Seller does not promptly (and in any event within thirty (30) days after receipt of a Claim Notice from Buyer) reimburse or pay Buyer for any amounts to which Buyer is entitled with respect to such Claim Notice pursuant to Section 8.4, then Buyer shall be entitled to deliver to Seller written notice (an “Escrow Claim Notice”), which notice shall specify with particularity the nature and amount of Buyer’s claim pursuant to Section 8.4 as set forth in the Claim Notice (the “Escrow Claim”), including specific details of and a specific basis under this Agreement entitling Buyer to such Escrow Claim. For the avoidance of doubt, Seller may require that Buyer first recover all amounts to which Buyer is entitled hereunder from the Escrow Account to the extent of the Escrow Fund then available if Seller delivers to Buyer and the Escrow Agent executed irrevocable written instructions that instruct the Escrow Agent to deliver to Buyer an amount from the Escrow Fund in respect of such Escrow Claim equal to the lesser of (a) the amount of such Escrow Claim, or (b) the amount of the Escrow Fund then remaining in the Escrow Account.
Escrow Claims. Upon any claim for indemnification in favor of a Purchaser Indemnitee being determined (whether by way of an Order of a Governmental Authority or a settlement or agreement between the Purchaser and THC, on behalf of the Sellers), the Purchaser and THC shall instruct the Escrow Agent to release to the Purchaser a number of Escrow Shares having a value equal to the amount of such indemnification claim. To the extent there are insufficient Escrow Shares remaining in escrow to satisfy any such claim in favor of a Purchaser Indemnitee, subject to the limitations in Section 6.5, Sellers shall be liable for the direct payment thereof.
Escrow Claims. Upon any claim for indemnification in favor of a Purchaser Indemnitee being determined (whether by way of an Order of a Governmental Authority or a settlement or agreement between Purchaser and the Representative, on behalf of Seller Parties), Purchaser and the Representative shall instruct the Escrow Agent to release to Purchaser a number of Escrow Shares having a value equal to the amount of such indemnification claim. To the extent there are insufficient Escrow Shares remaining in escrow to satisfy any such claim in favor of a Purchaser Indemnitee, Seller Parties shall be jointly and severally liable for the direct payment thereof.
Escrow Claims. (a) Prior to the expiration of the twenty-four (24) month term of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Escrow Amount; provided, that the foregoing shall in no way be construed to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow Amount.
Escrow Claims. If any claim for indemnification is made by the Buyer pursuant to this Section 8 prior to the expiration of the escrow under the Escrow Agreement, the Buyer shall apply to the Escrow Agent for reimbursement of such claim in accordance with the provisions of this Section 8(e) and the provisions of the Escrow Agreement. Except in cases of intentional fraud and willful misconduct, and except for breaches of representations and warranties contained in Section 3(k) occurring after the expiration of the Indemnity Fund pursuant to the terms of the Escrow Agreement, or as provided below in this paragraph, the rights of the Buyer to make claims against the Indemnity Fund in accordance with this Section 8(e) shall be the sole and exclusive remedy of the Buyer for any claim for indemnification made by the Buyer pursuant to Section 8(b)(i) above. If the Indemnity Fund has a value less than the Floor and is insufficient to satisfy a claim for indemnification pursuant to this Section 8(e), then the Seller shall be obligated to pay (in addition to any cash or Indemnity Shares in the Indemnity Fund) additional cash to satisfy the unsatisfied portion of such claim ("Additional Indemnity Payments"), but only up to the amount, if any, of the Floor. For purposes of this Section 8(e), the following definitions shall apply:
Escrow Claims. If any good faith claim for indemnification is ------------- made by an Indemnified Party pursuant to this Article IX prior to the expiration ---------- of the Escrow Period, such Indemnified Party shall first apply to the Escrow Agent for reimbursement of such claim in accordance with the provisions of the Escrow Agreement; provided, however, the Escrow Sum is not intended to be an exclusive remedy in the event the Acquirer has indemnification claims hereunder which exceed such amount. Once the Cash Escrow sum has been fully depleted to satisfy claims pursuant to Section 9.1, any one or more of the Transferors shall ----------- have the option to satisfy such Transferor's obligation to the Acquirer by surrendering to the Acquirer that portion of the Stock Portion of the Transfer Consideration required to fund the indemnification obligation (with such surrendered Acquirer's Shares valued at the Fair Market Value of such shares). Notwithstanding the foregoing, and in lieu of receiving a cash payment or Acquirer's Shares from the Transferors, the Acquirer, in its sole discretion, may after the first anniversary of the Closing Date, elect to offset against any Earned Payout Amount payable to the Transferors, after an indemnification claim has been made therefor, the amount of any Adverse Consequences or any other payments to which the Acquirer has become entitled to by reason of the provisions of this Agreement.
