Common use of Escrow Claims Clause in Contracts

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.