Escrow of Disputed Amounts. If Seller and Buyer are unable to reach agreement as to a disputed Title Defect or Title Defect Amount(s) on or before four (4) days after the Defect Notice Day, then the Parties shall submit the existence of such disputed Title Defect or Title Defect Amount(s) to binding expert determination pursuant to Section 4.5 and the Parties shall proceed with Closing, provided that at Closing Buyer shall pay an amount equal to the Allocated Values of the Title Defect Property to the Escrow Agent (in accordance with the terms of the Defect Escrow Agreement).
Escrow of Disputed Amounts. (a) In the event Customer disputes in good faith any amount claimed to be payable by HP-OMS under the Agreement, Customer shall pay the disputed amount into escrow, in accordance with Subsection (c) below.
Escrow of Disputed Amounts. If the aggregate amount of all Charges then under dispute pursuant to this Section 12.4 exceeds an amount equal to *** (***) *** the *** based upon amounts invoiced over the prior *** (***) *** (i.e., the *** during the prior *** (***) *** by *** (***)), CoreLogic shall, within ten (10) days after notice from Supplier, pay the excess into an interest-bearing escrow account. The escrow account shall be mutually established by the Parties at a financial institution agreed to by the Parties. The escrow shall be maintained pursuant to an escrow agreement to be agreed to by the Parties, and unless and until agreed, shall be substantially in the form of the standard form of escrow agreement provided by the financial institution. The costs of such escrow shall be borne equally by the Parties and, unless otherwise determined in accordance with the dispute resolution process in Article 19, interest on the escrowed amounts shall be allocated to the prevailing Party in the dispute. CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS 13. CORELOGIC DATA AND OTHER CONFIDENTIAL INFORMATION.
Escrow of Disputed Amounts. If any disputed Title Defect Amount(s) and/or disputed Environmental Defect Amount(s) (“Disputed Defect Amounts”), plus any other agreed upon Adjustment Amounts relating to Notices of Title Defects and Environmental Defect Notices submitted by Buyer prior to the Defect Notice Date, in each case that are less than the Termination Threshold, then the Parties shall proceed with Closing and the Title Defect Property or Environmental Defect Property shall be sold to Buyer, provided that at Closing Buyer shall pay an amount equal to the Allocated Values of the Disputed Asset(s) to the Escrow Agent in accordance with the terms of the Escrow Agreement. A “Disputed Asset” means any Title Defect Property or Environmental Defect Property that has been submitted to expert determination pursuant to Section 6.1.
Escrow of Disputed Amounts. In the event that an Acquiring Indemnified Party has made a claim for indemnification which is to be satisfied, in whole or in part, by way of reduction of the Post-Closing Payment, and such claim has not been resolved prior to the date on which the Aggregate Post-Closing Cash Consideration is to be paid to the Shareholders pursuant to this Agreement, the Acquiring Parties shall deposit the disputed portion of such reduction which is claimed by the Shareholders as of such date into an escrow, subject to an escrow agreement substantially in the form of Exhibit C attached hereto. Such escrow shall provide for a release of such deposit in accordance with the terms of this Agreement.
Escrow of Disputed Amounts. If a Buyer Indemnified Party in good faith believes that the Trust or DTUENY has failed to pay amounts due such Buyer Indemnified Party, including any amounts that the Trust or DTUENY is obligated to pay pursuant to the indemnification obligations set forth in this ARTICLE 8, at a time that there are amounts then due and owing from Buyer or any of its Affiliates to the Trust, DTUENY or any of their respective Affiliates, including any earned but unpaid amount otherwise payable pursuant to Section 2.2(e) or Section 2.2(f), then such Buyer Indemnified Party may, in addition to any other rights and remedies that may be available, deliver to the Escrow Agent (or a successor escrow agent) the amount to which such Buyer Indemnified Party believes it is entitled out of the amounts then due and owing the Trust, DTUENY or any of their respective Affiliates, such amount to be held in escrow by such Escrow Agent (or a successor escrow agent) until resolution, by settlement or otherwise, of the parties’ respective entitlement to the amount so held.
Escrow of Disputed Amounts. Upon the request of either party, Rxxxx in the case of a disputed Charge, or Fidelity in the case of a disputed credit or other amount payable to Rxxxx, shall place the disputed amount in an escrow account with a third party escrow agent established for the benefit of the parties until such dispute is resolved. Upon resolution of the dispute, the parties shall be paid any interest having accrued on the undisputed amounts held in the escrow account in connection with such dispute in proportion to the amount received by each party with respect to such dispute, and the parties shall each pay a portion of the escrow fees attributable to the disputed amount in an inverse proportion to the percentage of the disputed amount paid to each party.
