Payment from Escrow Account. Notwithstanding anything to the contrary contained herein, any indemnification claims against an Indemnifying Party under this Article VII shall be exclusively brought against and paid solely from the Escrow Account, and the aggregate indemnification claims shall not exceed the Escrow Shares and other amounts in the Escrow Account. Any payments from the Escrow Account shall first be paid with the Escrow Shares and then with any remaining property in the Escrow Account. With respect to any indemnification payment that includes Escrow Shares, the value of each Escrow Share for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VII. For successful indemnification claims by a Purchaser Indemnified Party under Section 7.2, promptly after the indemnification claim is finally determined in accordance with this Article VII, the Escrow Agent shall disburse a number of Escrow Shares equal to the amount of such indemnification claim (as determined in accordance with this Section 7.4) from the Escrow Account to the Purchaser, and the Purchaser shall cancel any Escrow Shares that any Purchaser Indemnified Party receives promptly after receipt thereof. For successful indemnification claims by a Company Indemnified Party under Section 7.3, promptly after the indemnification claim is finally determined in accordance with this Article VII, the Escrow Agent shall disburse a number of Escrow Shares equal to the amount of such indemnification claim (as determined in accordance with this Section 7.4) from the Escrow Account to the Exchange Agent for distribution to the Company Holders with each Company Holder receiving their Pro Rata Share of such Escrow Shares.
Payment from Escrow Account. Any indemnification claims shall first be paid with the Escrow Shares then remaining in the Escrow Account, and then any other Escrow Property then remaining in the Escrow Account. With respect to any indemnification payment, the value of each Escrow Share for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VI. For successful indemnification claims by an Indemnified Party, within five (5) Business Days after the indemnification claim is finally determined in accordance with this Article VI, the Escrow Agent shall disburse a number of Escrow Shares, valued at the Purchaser Share Price, together with any other Escrow Property, equal to the amount of such indemnification claim (as determined in accordance with this Article VI) from the Escrow Account to the Purchaser (and the Purchaser Representative and the Seller Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so). The Purchaser will cancel any Escrow Shares distributed to the Purchaser from the Escrow Account promptly after its receipt thereof.
Payment from Escrow Account. Provided that the Company's Board of Directors does not exercise its right in its sole discretion to abandon the Split-Up Proposal and all other conditions thereto are satisfied or waived, not later than the date following the Expiration Date that is notified to the Escrow Agent by the Company upon at least three (3) Business Day's notice as the closing date for the Rights Offering unless the Escrow Agent shall accept a shorter period (the "Closing Date"), the Escrow Agent shall be required, pursuant to and on conditions stated in the Escrow Agreement, to deliver or cause to be delivered to Cygnet the Escrowed Subscription Funds. Cygnet shall promptly thereafter requisition Cygnet's transfer agent to deliver certificates evidencing ownership of the Cygnet Company Stock to all purchasers of Cygnet Common Stock pursuant to the Rights Offering.
Payment from Escrow Account. Any indemnification claims by an Innovate Indemnified Party shall first be paid with the Escrow Shares then remaining in the Escrow Account, and then any other escrow property then remaining in the Escrow Account, and from no other source. With respect to any indemnification payment that includes Escrow Shares, the value of each Escrow Share is equal to the Innovate Closing VWAP for purposes of determining the number of shares to be delivered as the indemnification payment. For successful indemnification claims by an Innovate Indemnified Party, within five (5) Business Days after the indemnification claim is finally determined in accordance with this Section 10, the Escrow Agent shall disburse a number of Escrow Shares, together with any other escrow property equal to the amount of such indemnification claim (as determined in accordance with this Section 10) from the Escrow Account to Innovate (and Innovate and the Shareholder Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so).
Payment from Escrow Account. Purchaser may make a claim for payment of any indemnity payment due under Section 11.3 in the manner provided in the Escrow Agreement during the Escrow Period (as defined therein). To the extent Purchaser shall have a further claim for payment of any indemnity payment prior to expiration of the Indemnification Period, such claim may be brought directly against Xxxx Xxxxx, to the extent the aggregate of such claims have not exceeded the Section 11.3(ii) One Million Dollar ($1,000,000.00) limitation applicable to claims (which limitation is not applicable to Tax liabilities of Penta-Gen and RAM as provided in Section 11.3(i)).
Payment from Escrow Account. On the earliest to occur of: (i) July 1, 1997; (ii) the date of the Executive's termination of employment by the Executive or the Company for any reason, including by reason of death or Disability (as defined below); (iii) the first business day immediately preceding the day that the Company files a petition in bankruptcy; or (iv) the date that an involuntary bankruptcy petition is filed against the Company (the "Final Payment Date"), the Escrow Agent shall, in accordance with the terms of the Escrow Agreement, deliver all funds deposited in the escrow account, excluding interest thereon, to Executive, and shall deliver any and all interest earned on the escrowed funds to the Company. For purposes of this Section 2(e), "Disability" shall be deemed to occur if, as a result of the Executive's incapacity due to physical or mental illness, Executive shall have been absent from the full-time performance of his duties with the Company for two consecutive weeks. Notwithstanding the foregoing, in the event that the Final Payment Date has not occurred by May 31, 1997, the Escrow Agent shall deliver one-half of the monies then deposited in the escrow account to the Executive, with the remaining escrow funds to be disbursed upon the Final Payment Date as above described.
Payment from Escrow Account. On the earliest to occur of: (i) May 31, 1997; (ii) the date of the Executive's termination of employment by the Executive or the Company for any reason, including by reason of death or Disability (as defined below); (iii) bankruptcy; or (iv) the date that an involuntary bankruptcy petition is filed against the Company (the "Final Payment Date"), the Escrow Agent shall, in accordance with the terms of the Escrow Agreement, deliver all funds deposited in the escrow account, excluding interest thereon, to executive, and shall deliver any and all interest earned on the escrowed funds to the Company. For purposes of this Section 2(e), "Disability" shall be deemed to occur if, as a result of the Executive's incapacity due to physical or mental illness, Executive shall have been absent from the full-time performance of his duties with the Company for two consecutive weeks.
Payment from Escrow Account. Any indemnification claims by a Parent Indemnitee shall first be paid with the Escrow Shares then remaining in the Escrow Account, and then any other Indemnity Escrow property then remaining in the Escrow Account. With respect to any indemnification payment that includes Escrow Shares, the value of each Indemnity Escrow Share for purposes of determining the indemnification payment shall be the Parent Common Stock Price on the date hereof. For successful indemnification claims by a Parent Indemnitee, within five (5) Business Days after the indemnification claim is finally determined in accordance with this ARTICLE IX, the Escrow Agent shall disburse a number of Escrow Shares, valued at the Parent Common Stock Price, together with any other Indemnity Escrow property equal to the amount of such indemnification claim (as determined in accordance with this ARTICLE IV) from the Escrow Account to the Parent Indemnitee (and the Parent and the Stockholder Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so).
Payment from Escrow Account. If a WFS Indemnified Party seeks to assert a claim of indemnification pursuant to this Agreement, such WFS Indemnified Party shall be required to first seek to collect any amounts in connection with such WFS indemnification Claim from the Escrow Account (to the extent there are sufficient funds available in the Escrow Account) prior to such WFS Indemnified Party seeking payment directly from any DAKP Indemnifying Party with respect to such WFS Indemnification Claim; provided, however, that if there are not sufficient funds in the Escrow Account, then such WFS Indemnified Party shall be permitted to seek indemnification directly from the DAKP Indemnifying Parties to the extent of any shortfall, subject in all cases to the Cap.
Payment from Escrow Account. Subject to the other provisions contained in this Section 11, any Claims for Losses by the Buyer Indemnitiees shall be first presented to the escrow agent serving under the Escrow Agreement for payment, and only after either the expiration of the Escrow Agreement or exhaustion of the Escrow Amount, to the Seller or Parent for payment.
