Period for Claims Against Escrow Fund Sample Clauses

Period for Claims Against Escrow Fund. (a) Except as expressly set forth in this Section 9.4, the Claims Period for Indemnifiable Damages shall commence at the Closing and terminate on the first Business Day after the date that is [***] months following the Closing Date (the “General Escrow Period”). The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with any failure of any of the representations and warranties contained in Section 2.11 (Intellectual Property) to be true and correct, shall commence at the Closing and terminate the day after the date that is [***] months following the Closing Date. The Claims Period for General Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, and (ii) any failure of any of the representations and warranties contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters) or Section 3.4 (Right to Sell) to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The Claims Period for Separate Indemnifiable Damages shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations (the “Separate Escrow Period”). Notwithstanding anything to the contrary contained herein, (y) such portion of the General Escrow Fund at the conclusion of the General Escrow Period as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for General Indemnifiable Damages specified in any Officer’s Certificate delivered to the Shareholders’ Agent pursuant to and in accordance with Section 9.5(a) prior to expiration of the General Escrow Period (the “General Unresolved Claims”) shall remain in the General Escrow Fund until such claims for General Indemnifiable Damages have been resolved or satisfied and (z) such portion of the Separate Escrow Fund at the conclusion of the applicable statute of limitations as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Separate Indemnifiable Damages (the “Separate Unresolved Claims”) shall remain in the Separate Escrow Fund until such claims for Separate Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard ...
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Period for Claims Against Escrow Fund. Except with respect to Fundamental Matters, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) against the Escrow Fund for Indemnifiable Damages shall commence at the Closing and terminate at 11:59 p.m. California time on the Escrow Release Date. The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with Fundamental Matters shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations with respect to such matter; provided that the Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with any breach of the representations and warranties of the Company set forth in Section 2.12 (Taxes) shall commence at the Closing and terminate at 11:59 p.m. California time on the date that is six years after the Closing Date, provided, further, that the Claims Period for any claim arising out of, resulting from or in connection with fraud by a Group Company shall commence at the Closing and survive indefinitely.
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Period for Claims Against Escrow Fund. Except as set forth below, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) against the Escrow Fund for Indemnifiable Damages shall commence at the Closing and terminate at 11:59 p.m. California time on the day that is twelve (12) months following the Closing Date (the “Escrow Period”). The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with claims with respect to fraud by the Company shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The availability of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Effective Time Holder may have in his or her capacity as an officer, director, employee, or agent of the Company or any of the Subsidiaries, and no such Effective Time Holder will be entitled to any indemnification from the Company or the Surviving Corporation for amounts paid for indemnification under this Article 8. Furthermore, the Effective Time Holders shall not have any right of contribution, indemnification or right of advancement from the Surviving Corporation or Acquirer with respect to any Indemnifiable Damages claimed by an Indemnified Person. The foregoing notwithstanding, nothing contained in this Agreement shall limit any rights to indemnification or reimbursement that any director, officer, employee or agent has pursuant to any Contract with the Company or any Subsidiary, any provision of the charter or bylaws of the Company or any Subsidiary or any applicable Legal Requirement.
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Period for Claims Against Escrow Fund. Except as set forth below, the period during which claims for Indemnifiable Damages may be made (the "Claims Period") against the Escrow Fund for Indemnifiable Damages shall commence, respectively, at the Closing and terminate at 11:59 p.m. California time on the Escrow Release Date (the "Escrow Period"). The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with all other claims, including (i) fraud or willful misrepresentation by the Selling Shareholders, and (ii) any failure of any of the Special Representations to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The availability of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Selling Shareholder may have in his or her capacity as an officer, director, employee, or agent of the Company or any of the Subsidiaries and no such Selling Shareholder will be entitled to any indemnification from the Company or any of its Subsidiaries for amounts paid for indemnification under this Article 9.
Sample 1
Period for Claims Against Escrow Fund. (a) The period during which claims for Indemnifiable Damages may be made under this Agreement depends on the type of claim (each such applicable period, the "CLAIMS PERIOD"): (A) the Claims Period for Indemnifiable Damages arising pursuant to Sections 8.2(i) and (ii) (other than claims involving fraud, willful breach, intentional misrepresentation and any failure of any of the representations and warranties contained in Sections 2.2 (Capital Structure) or 2.12 (Taxes) to be true and correct) shall commence at the Closing and terminate on the date that is twelve (12) months following the Closing Date (the "ESCROW PERIOD") with respect to any theretofore unasserted claims arising out of or otherwise in respect of the items specified in this clause (A); (B) the Claims Period for Indemnifiable Damages arising from any failure of the representations and warranties contained Section 2.2 (Capital Structure) to be true and correct, or pursuant to any of Sections 8.2(iv) or (vi), shall commence at the Closing and terminate at the expiration of an additional twelve (12) months period following the Escrow Period (such additional twelve month period, the "ADDITIONAL ESCROW PERIOD"), and a total of twenty-
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Period for Claims Against Escrow Fund. (a) Except as expressly set forth in Section 8.4(c), the period during which claims for Indemnifiable Damages may be made by any Acquirer Indemnified Person (the “Claims Period”) shall commence at the Closing and terminate at 11:59 p.m. California time on December 17, 2012 (the “Second Escrow Release Date”); provided, however, that within five (5) Business Days following 11:59 p.m. California time on the date that is twelve (12) months following the Closing Date (the “First Escrow Release Date”), Acquirer shall instruct the Escrow Agent to disburse from the Escrow Fund to each Effective Time Holder such Effective Time Holder’s Pro Rata Share of fifty percent (50%) of the Escrow Fund, less the sum of (i) that portion of the Escrow Fund paid to Acquirer prior to the First Escrow Release Date in satisfaction of claims for indemnification in accordance with Article 8 of this Agreement, (ii) that portion of the Escrow Fund that is determined, in the reasonable judgment of Acquirer, to be reasonably necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate (as defined in Section 8.5(a) below) delivered to the Stockholders’ Agent prior to the First Escrow Release Date in accordance with Article 8 of this Agreement, (iii) if potential GSA Contract Liabilities have not been Finally Resolved with the applicable Governmental Entity by the First Escrow Release Date, an amount from the Escrow Fund equal to the higher of (A) the Company Estimate of GSA Contract Liabilities, or (B) the preliminary and reasonable estimate by Acquirer based on its investigation of GSA Contract Liabilities to date, and (iv) a reasonable estimate of the GSA Expenses to be reasonably necessary to be incurred to achieve Final Resolution ((iii) and (iv) collectively, the “GSA Escrow Fund”). Acquirer shall promptly release from the GSA Escrow Fund any such amounts held back in excess of the final Acquirer Estimate of GSA Contract Liabilities delivered pursuant to Section 8.4(b) below. If potential GSA Contract Liabilities have been Finally Resolved prior to the Second Escrow Release Date, then Acquirer shall within five (5) Business Days following the date such potential GSA Contract Liabilities have been Finally Resolved cause the Escrow Agent to disburse to each Effective Time Holder such Effective Time Holder’s Pro Rata Share of the amount of the GSA Escrow Fund less any amounts paid from the GSA Escrow Fund following the First Escrow Relea...
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Period for Claims Against Escrow Fund. Except as set forth below, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) against the Escrow Fund for Indemnifiable Damages shall commence at the Closing and terminate the day after the date that is twelve (12) months following the Closing Date (the “Escrow Period”). The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with claims with respect to (i) fraud by the Company, and (ii) any failure of any of the Special Representations to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with any failure of the representations and warranties contained in Section 2.10 (Intellectual Property) (“IP Rep”) to be true and correct shall commence at the Closing and terminate on the Escrow Release Date. The availability of the Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification which any Effective Time Holder may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Effective Time Holder will be entitled to any indemnification from the Company, the First Step Surviving Corporation of the Final Surviving Entity for amounts paid for indemnification under this Article 8.
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Related to Period for Claims Against Escrow Fund

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • Preferential Collection of Claims Against If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

  • Preferential Collection of Claims Against Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Notification of Claims Against Collateral The Borrower will give notice to the Agent in writing within five (5) Business Days of becoming aware of any material setoff, claims (including, with respect to the Mortgaged Property, environmental claims), withholdings or other defenses to which any of the Collateral, or the rights of the Agent or the Lenders with respect to the Collateral, are subject.

  • Claims Against Trust Account The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC prevails in such action or proceeding.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Preferential Collection of Claims Against Issuer The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

  • Preferential Collection of Claims Against Issuing Entity The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

  • Preferential Collection of Claims Against Corporation If and when the Trustee shall be or become a creditor of the Corporation (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Corporation (or any such other obligor).

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