ESCROWED PAYMENTS Sample Clauses

ESCROWED PAYMENTS. In the event Buyer or any Buyer Indemnification Party shall have any claim for indemnification or breach hereunder (an "Indemnification Claim"), then Buyer shall be entitled to notify the Seller of such an Indemnification Claim and remit any and all payments due under the Purchase Note thereafter to the Escrow Agent to be disbursed by the Escrow Agent in accordance with the terms and provisions of the Escrow Agreement. Such right of payment in escrow shall not constitute Buyer's sole remedy hereunder. If the Buyer shall have exercised its rights under this section 7.4 but shall fail to make any payment due under the Purchase Note to the Escrow Agent by the due date thereof, including all applicable grace periods, the Buyer shall be deemed to have waived its right to assert an Indemnification Claim, hereunder; provided, however, that nothing contained herein shall or shall be deemed to affect the right of the Buyer to assert any Indemnification Claim arising out of or with respect to Seller's breach of the representations, warranties and/or covenants contained in sections 2.11., 2.14 and/or 2.15, Seller's ownership of the Seller Shares and/or the Note and Sellers ability to transfer/assign and transfer/assignment of all rights, title and interest in the Seller Shares and/or Note to Buyer, free and clear of lien.

ESCROWED PAYMENTS. (a) As used herein, an "

ESCROWED PAYMENTS. Payment of a Claim with respect to a Customer Proceeding Claim or a Third Party Claim shall be made promptly following the later of (A) resolution of such Customer Proceeding Claim or Third Party Claim, or (B) resolution of any disputes with respect to such Claim in accordance with the procedures set forth in Section 6.5(a). Payment of a Direct Claim shall be made promptly following the later of (A) receipt of the applicable Claim Notice or (B) resolution of any disputes with respect to such Direct Claim in accordance with the procedures set forth in Section 6.5(a). With respect to each Claim made for payment by Zwigard to LTFS and the Companies, to the extent the Note is unpaid at the time such Claim is made, LTFS shall have the option, in its sole discretion, to place any and all payments that thereafter become due under the Note, but solely as and when they become due (that is, no Note payment may be placed into escrow prior to the actual due date thereof) and solely to the extent of the amount of such Claim, into escrow (with respect to each Claim, the “Escrowed Payments”) with the Escrow Agent pursuant to the terms of an Escrow Agreement entered into at or prior to Closing by the Parties and the Escrow Agent in the form annexed hereto as Exhibit G (the “Escrow Agreement”). Except for Escrowed Payments properly escrowed in accordance with the immediately preceding sentence and the Escrow Agreement, any other delay, stoppage, setoff or withholding of payments under the Note (subject to any cure periods set forth therein) by LTFS shall constitute an event of default under the Note.