Common use of Loss Claims Clause in Contracts

Loss Claims. (a) From time to time on or before July 31, 2002, Purchaser may give notice (a "Notice of Loss") to Sellers and Escrow Agent specifying in reasonable detail the nature and dollar amount of any claim (a "Claim") for Losses it may have under Article 11 of the Purchase Agreement. The term Claim will include, for these purposes, the amount of defense costs for which Sellers are responsible under the terms of the Purchase Agreement. If Sellers give notice to Purchaser and Escrow Agent disputing any Claim (a "Counter Notice") within 30 days following receipt by Escrow Agent of the Notice of Loss regarding such Claim, such Claim shall be resolved as provided in Section 3(b) of this Escrow Agreement. If no counter Notice is received by Escrow Agent within such 30-day period, then the dollar amount of Losses claimed by Purchaser as set forth in its Notice of Loss shall be deemed established for purposes of this Escrow Agreement and the Purchase Agreement and, at the end of such 30-day period, Escrow Agent shall pay or transfer to Purchaser, or its designee, (a) the dollar amount claimed in the Notice of Loss or (b) the number of shares of Purchaser's common stock, at an agreed value of $2.25 per share, necessary to satisfy the amount claimed in the Notice of Loss, from (and only to the extent of) the Escrow Fund. Escrow Agent shall not inquire into or consider whether a Claim complies with the requirements of the Purchase Agreement. (b) If a Counter Notice is given with respect to a Claim, Escrow Agent will make payment with respect thereto only in accordance with (i) joint written instructions of Purchaser and Sellers (ii) an arbitrator's award or (iii) a final non-appealable order of a court of competent jurisdiction. Any award or court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to Escrow Agent to the effect that the award or the order is final and non-appealable. Escrow Agent shall act on such court order and legal opinion without further question.

Loss Claims. (a) From time to time on or before July 31, 2002, Purchaser may give notice (a "Notice of Loss") to Sellers and Escrow Agent specifying in reasonable detail the nature and dollar amount of any claim (a "Claim") for Losses it may have under Article 11 of the Purchase Agreement. The term Claim will include, for these purposes, the amount of defense costs for which Sellers are responsible under the terms of the Purchase Agreement. If Sellers give notice to Purchaser and Escrow Agent disputing any Claim (a "Counter Notice") within 30 days following receipt by Escrow Agent of the Notice of Loss regarding such Claim, such Claim shall be resolved as provided in Section 3(b) of this Escrow Agreement. If no counter Notice is received by Escrow Agent within such 30-day period, then the dollar amount of Losses claimed by Purchaser as set forth in its Notice of Loss shall be deemed established for purposes of this Escrow Agreement and the Purchase Agreement and, at the end of such 30-day period, Escrow Agent shall pay or transfer to Purchaser, or its designee, (a) the dollar amount claimed in the Notice of Loss or (b) the number of shares of Purchaser's common stock, at an agreed value of $2.25 per share, necessary to satisfy the amount claimed in the Notice of Loss, from (and only to the extent of) the Escrow Fund. Escrow Agent shall not inquire into or consider whether a Claim complies with the requirements of the Purchase Agreement. (b) If a Counter Notice is given with respect to a Claim, Escrow Agent will make payment with respect thereto only in accordance with (i) joint written instructions of Purchaser and Sellers (ii) an arbitrator's award or (iii) a final non-appealable order of a court of or competent jurisdiction. Any award or court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to Escrow Agent to the effect that the award or the order is final and non-appealable. Escrow Agent shall act on such court order and legal opinion without further question. (c) Any Notice of Loss or Counter Notice received by Escrow Agent after 5:00 p.m. Central Time on any Business Day will be deemed received by Escrow Agent on the next Business Day.