Common use of Escrow Payment Clause in Contracts

Escrow Payment. (a) If a Parent Indemnitee is entitled to indemnification hereunder pursuant to Section 7.2(a) (other than Section 7.2(a)(vi)), (i) first, such Parent Indemnitee shall recover any Losses from the Indemnity Escrow Account pursuant to Section 7.3(a), (ii) second, such Parent Indemnitee shall recover such Losses under the R&W Insurance Policy, if applicable, and (iii) third, solely with respect to claims under Section 7.2(a)(iii) or (vii) or as set forth in Section 7.3(d) or Section 7.3(f) and breaches or inaccuracies of Fundamental Representations, such Parent Indemnitee shall recover any remaining Losses to which such Parent Indemnitee is entitled directly from the Stockholders severally in accordance with Section 7.2(a) and to the extent permitted pursuant to Section 7.3. (b) If a Parent Indemnitee is entitled to indemnification hereunder pursuant to Section 7.2(a)(vi), it may recover any Losses only from the Special Escrow Account and may not recover any remaining Losses directly from the Stockholders. (c) Within five (5) Business Days after the resolution of any claim for indemnification for which a Parent Indemnitee is entitled to recover Losses from the Indemnity Escrow Account or the Special Escrow Account, Parent and the Stockholder Representative shall jointly instruct the Escrow Agent to deliver from the Indemnity Escrow Account or Special Escrow Account, as applicable, to such Parent Indemnitee the amount of such Losses. Within five (5) Business Day after the resolution of any claim for indemnification for which a Parent Indemnitee is entitled to recover Losses directly from a Stockholder, such Stockholder shall deliver to such Parent Indemnitee the amount for which it is directly responsible by wire transfer of immediately available funds to an account specified by Parent. (d) Within five (5) Business Days after the resolution of any claim for indemnification for which a Stockholder Indemnitee is entitled to recover Losses from Parent, Parent shall deliver to such Stockholder Indemnitee the amount for which it is responsible by wire transfer of immediately available funds to an account(s) specified by the Stockholder Representative.