Common use of Payment of Agreed Amount Clause in Contracts

Payment of Agreed Amount. Subject to the term, conditions and limitation set forth in this Article X, 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 Indemnifying Party 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. 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 Indemnity Pro Rata Share, if applicable.

Payment of Agreed Amount. Subject to the term, conditions and limitation set forth in this Article XVIII, 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 Indemnifying Party 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. Only 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 Indemnity Pro Rata ShareRelevant Proportions, if applicable.

Payment of Agreed Amount. Subject to the term, conditions and limitation set forth in this Article X, if If the Indemnifying Party delivers to the Indemnified Party a Response Notice agreeing that less than the full Claimed Amount or an Agreed Amount is owed to the Indemnified PartyIndemnitee, then during the Escrow Period, (if the Indemnifying Party shall promptly notify is a Selling Shareholder), (i) prior to the Escrow Agent thereof and instruct payment of the Escrow Agent to release the full Claimed Amount IPO Payment or the Agreed AmountNon-IPO Payment, as applicable, from Purchaser shall within five (5) Business Days setoff the applicable Escrow Fund and wire Agreed Amount due to such amount to Indemnitee against the applicable Indemnified Party. With respect to any payment hereunderdue IPO Payment or Non-IPO Payment, as long as any applicable, and the amount remains of the shares held in escrow by the Escrow Agent shall be reduced proportionately; or (ii) during the Escrow Period the Escrow Agent shall pay the Agreed Amount from the Escrow Fund within five (5) Business Days, provided that, to the extent that the Agreed Amount cannot be setoff in accordance with full out of the terms hereofportion of the IPO Payment or Non-IPO Payment, indemnification shall be sought as applicable, or satisfied from the Escrow Fund. Only after Fund attributable to such indemnifying Selling Shareholder, or if the expiration of IPO Payment or Non-IPO Payment, as applicable, has been paid and the Escrow PeriodPeriod has expired, and provided or if the Indemnifying Party is Purchaser, the particular Indemnifying Party(ies) that no amount remains in the Escrow Fund in accordance with the terms hereofis/are responsible for satisfying such claim shall, then within forty-five (455) Business Days following the delivery of such the Response Notice pay the balance of the Agreed Amount 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 Indemnitee subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share, if applicablethis Section 8.

Payment of Agreed Amount. Subject to If the term, conditions and limitation set forth in this Article X, if the Indemnifying Party Securityholder Representative delivers to the Indemnified Party a Response Notice agreeing that the full Claimed Amount or an Agreed Amount is owed to the Indemnified PartyParty or is deemed to have agreed that the full Claimed Amount to be owed, then during (i) to the extent such amount is to be paid from the General Escrow PeriodAmount under Section 9.4(d), the Indemnifying Party Securityholder Representative and Buyer shall promptly notify the Escrow Agent thereof and instruct the Escrow Agent to release shall pay the full Claimed Amount or the Agreed Amount, as applicablethe case may be, from to the applicable Indemnified Party, and (ii) to the extent that the amount in the General Escrow Fund and wire Account is insufficient to cover such Claimed Amount or Agreed Amount (as the 122 505026976.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. case may be) or such amount is to be paid directly by the applicable Indemnified Party. With respect to any payment hereunderIndemnifying Parties under Section 9.4(d), as long as any amount remains in the Escrow Fund in accordance with the terms hereof, indemnification shall be sought from the Escrow Fund. 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 fifteen (4515) Business Days calendar 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 PartyParties, in each case in accordance with Section 9.4(d) and subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share, if applicableherein.

Payment of Agreed Amount. Subject to the term, conditions and limitation set forth in this Article ARTICLE X, if the Indemnifying Party Holder Representative delivers to the Purchaser Indemnified Party a Response Notice agreeing that the full Claimed Amount or an Agreed Amount is owed to the Purchaser Indemnified Party, then during the applicable Escrow Period, the Indemnifying Party Holder 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 Purchaser Indemnified Party. With respect to any payment hereunder, as long as any amount remains in the Escrow Fund in accordance with the terms hereofFund, indemnification shall be sought from the Escrow FundFund (and first, from any cash component of the Escrow Fund and then from any Consideration Shares deposited therein). Only after the expiration of the Escrow Period, and provided that no amount remains in the Escrow Fund in accordance with the terms hereofFund, then within forty-five (45) Business Days following the delivery of such Response Notice to the Purchaser Indemnified Party, the Indemnifying Parties Persons shall pay the Claimed Amount or the Agreed Amount, as the case may be, to the Purchaser Indemnified Party, in each case subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share, if applicable.

Payment of Agreed Amount. Subject to If the termHolder Representative or the Parent, conditions and limitation set forth in this Article Xas applicable, if the Indemnifying Party delivers to the Purchaser Indemnified Party or Selling Shareholder Indemnified Party, as applicable, a Response Notice agreeing that the full Claimed Amount or an Agreed Amount is owed to the Purchaser Indemnified Party or Selling Shareholder Indemnified Party, as applicable, then (A) in the event of indemnification by an Indemnifying Person (i) during the Escrow Period or the Special IP Escrow Period, (1) the Indemnifying Party Holder Representative shall promptly notify the Escrow Agent thereof thereof, and (2) the Parent shall instruct the Escrow Agent 104H Trustee to release reduce the full Claimed Amount or the Agreed Amount, as applicable, Key Executive Indemnity (first from the applicable Escrow Fund Key Executive Indemnity that is vested consideration according to the terms of the Holdback Agreement (if any), and wire if such vested consideration is not sufficient to satisfy such Key Executive’s Indemnity Pro Rata Share of such Losses, then from the Key Executive Indemnity that is not vested consideration) by the aggregate amount of such Key Executive’s Indemnity Pro Rata Share of such Losses (such amount not to the applicable Indemnified Party. With respect to exceed in any payment hereunder, as long as any amount remains event in the Escrow Fund in accordance with aggregate the terms hereofKey Executive’s Indemnity Pro Rata Share of the Aggregate Indemnity Amount) and the Key Executive shall have forfeited such portion of his Key Executive Share Consideration, indemnification shall be sought from the Escrow Fund. Only and (ii) after the expiration of the Escrow Period and the Special IP Escrow Period, and provided that no amount remains in the Escrow Fund in accordance with the terms hereof, then within forty-five thirty (4530) Business Days calendar days following the delivery of such Response Notice to the Purchaser Indemnified Party, the applicable Indemnifying Parties Persons shall transfer to the Purchaser Indemnified Party such number of Consideration Shares equal to the Claimed Amount or the Agreed Amount (the number of which shall be calculated in accordance with (d)Section 2.06(d)) and any amount in excess of the value of the Consideration Shares held by such Indemnifying Person with respect to the Losses shall be paid by such Indemnifying Person in cash, as the case may be, to the Purchaser Indemnified Party, in each case subject to the limitations set forth herein, and (B) in the event of indemnification by the Parent, then within thirty (30) calendar days following the delivery of such Response Notice to Selling Shareholder Indemnified Party and the Holder Representative, the Parent shall pay the Claimed Amount or the Agreed Amount, as the case may be, by issuing additional Consideration Shares to the Selling Shareholder Indemnified PartyParty (the number of which shall be calculated in accordance with (d)Section 2.06(d)), in each case subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share, if applicableherein.