Payment of Agreed Amount. Subject to the term, conditions and limitation set forth in this Article VIII, if the Indemnifying Party delivers to the Indemnified Party a Response Notice agreeing that the full Claimed Amount or an Agreed Amount is owed to the Indemnified Party, then during the Escrow Period, the Purchaser and the Selling Shareholders’ Representative shall promptly notify the Escrow Agent thereof and instruct the Escrow Agent to release the full Claimed Amount or the Agreed Amount, as applicable, from the applicable Escrow Fund and wire such amount to the applicable Indemnified Party. With respect to any payment hereunder, as long as any amount remains in the Escrow Fund in accordance with the terms hereof, indemnification shall be sought from the Escrow Fund. In relation only to claims in respect of the Fundamental Representations, only after the expiration of the Escrow Period, and provided that no amount remains in the Escrow Fund in accordance with the terms hereof, then within forty-five (45) Business Days following the delivery of such Response Notice to the Indemnified Party, the Indemnifying Parties shall pay the Claimed Amount or the Agreed Amount, as the case may be, to the Indemnified Party, in each case subject to the limitations set forth herein and in accordance with their respective Relevant Proportions, if applicable.
Payment of Agreed Amount. If the Holder Representative delivers a Response Notice agreeing that less than the full Claimed Amount is owed to the Indemnitee, then: (i) in the case of an Escrow Claim, Purchaser and Holder Representative shall, within three (3) Business Days following the receipt of such Response Notice, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Agreed Amount to such Indemnitee from the Escrow Fund; and (ii) in the case of a Direct Claim, the Executing Selling Shareholders shall, subject to the provisions set forth in Section 10.2(d), shall, within 20 days following the receipt of such Response Notice, pay the Agreed Amount to the Indemnitee.
Payment of Agreed Amount. If the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) delivers a Response Notice to the Indemnitee during the Dispute Period agreeing that less than the full Claimed Amount is owed to the Indemnitee, then, within 10 Business Days following the delivery of such Response Notice:
Payment of Agreed Amount. If the Securityholders’ Agent delivers a Response Notice to the Indemnitee prior to or on the expiration date of the Dispute Period agreeing that less than the full Claimed Amount is owed to the Indemnitee, then, subject to the limitations contained in this Section 9: (i) the number of Remaining Available Indemnity Holdback Shares shall be reduced by a number of shares of Parent Common Stock having an aggregate value equal to (1) the amount of Damages agreed to by the Securityholders’ Agent in the Response Notice divided by (2) the Parent Stock Price as of the Closing Date and the Participating Securityholders shall permanently forfeit any right to receive any such portion of the Indemnity Holdback Shares cancelled by Parent in accordance with this sentence); and (ii) if the aggregate value of the Remaining Available Indemnity Holdback Shares (as determined by dividing (1) the amount of Damages set forth in the Claimed Amount and (2) the Parent Stock Price as of the Closing Date) is insufficient to cover the full Claimed Amount, then, subject to the limitations provided for in this Section 9, Parent shall seek recourse for such shortfall in accordance with Section 9.7.
Payment of Agreed Amount. Contractor shall pay the Subcontractor for the performance of this Agreement, subject to the terms and limitations hereof, the sum as established in the Purchase Order. Additionally, Contractor shall include in its request to the Owner for reimbursement the value of all Work of the Subcontractor incorporated into the Project for which invoices have been timely and properly supplied by the Subcontractor and approved by the Contractor, all as set forth in the terms of this Agreement, and to pay to the Subcontractor the amount received by Contractor for the Subcontractor, less 10% retention and less any additional amounts provided for under this Agreement. No interest shall be paid on retention.
Payment of Agreed Amount. If the Company delivers a Response Notice to the Indemnitee during the Dispute Period agreeing that less than the full Claimed Amount is owed to the Indemnitee (the “Agreed Amount”), then the Company shall, within 10 Business Days following the delivery of such Response Notice, pay the Agreed Amount to the Indemnitee. (e)
Payment of Agreed Amount. If the Indemnitor in the Response Notice agrees that part, but not all, of the Claimed Amount is owed to the Indemnitee (the “Agreed Amount”), then the Indemnitor shall pay, within ten (10) Business Days of Indemnitee’s receipt of such Response Notice, the Agreed Amount to the Indemnitee.
Payment of Agreed Amount. If the Sellers’ Representative (or, in the case of an Individual Claim, the applicable Indemnitor) or in the case of a Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitor, delivers a Response Notice to the Indemnitee during the Dispute
Payment of Agreed Amount. If the Sellers’ Representative delivers a Response Notice to Purchaser during the Dispute Period agreeing that less than the full Claimed Amount is owed to the Purchaser Indemnified Party, then, subject to the limitations contained in Section 9.4, (i) to the extent the Agreed Amount is for a claim pursuant to Section 9.3(a)(i), the Sellers’ Representative shall, within ten Business Days following the delivery of such Response Notice, pay the Agreed Amount to the Purchaser Indemnified Party, and (ii) to the extent the Agreed Amount is for a claim pursuant to Section 9.3(a)(ii), Purchaser and the Sellers’ Representative shall, within ten Business Days following the delivery of such Response Notice, instruct the Escrow Agent to pay the Agreed Amount to the Purchaser Indemnified Party from the Purchase Price Adjustment Escrow Fund.
Payment of Agreed Amount. If the Securityholders’ Agent delivers a Response Notice to the Indemnitee during the Dispute Period agreeing that less than the full Claimed Amount is owed to the Indemnitee, then: (i) Parent shall be entitled to retain indefinitely, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (1) the Agreed Amount, divided by (2) the Holdback Parent Trading Price; and (ii) if the amount available in the Indemnity Holdback is insufficient to cover the full Agreed Amount, then, subject to the limitations provided for in Section 9.3(c), each Indemnitor shall, within 10 Business Days following the delivery of such Response Notice, pay such Indemnitor’s Indemnification Percentage of the amount of such shortfall to the Indemnitee.
