Common use of Purchaser’s Claims Clause in Contracts

Purchaser’s Claims. (a) At any time (or from time to time), Purchaser may give written notice (a "Claim Notice") to CDI and the Escrow Agent that Purchaser claims all or any part of the Escrow Fund (each a "Claim") in satisfaction of (i) any adjustment to the Cash Portion pursuant to Article III of the Purchase Agreement; or (ii) any claim for indemnification made by Purchaser pursuant to Article VIII of the Purchase Agreement. The Claim Notice shall set forth in reasonable detail (A) the nature of the Claim; and (B) if ascertainable, the amount of the Claim (hereinafter referred to as the "Claim Amount"). (b) Upon receipt of a Claim Notice, CDI shall have ten (10) days to dispute the Claim by delivering written notice to Purchaser and Escrow Agent specifying in reasonable detail the basis for the dispute (a "Dispute Notice"). (c) If (i) CDI approves all or any part of the Claim Amount, or (ii) upon the expiration of the ten (10) day period referred to in Section 2.2(b), a Dispute Notice has not been delivered, the Escrow Agent shall distribute, on the next business day, to Purchaser from the Escrow Fund an amount equal to the Claim Amount (or such part thereof which is approved by CDI and not disputed) in cash, to the extent available, and then, to the extent cash is not available, in shares of TCP Common Stock. (d) If, within the ten (10) day period referred to in Section 2.2(b), CDI shall, in good faith, deliver a Dispute Notice to Purchaser and the Escrow Agent, Purchaser and CDI shall undertake to obtain as promptly as possible a final resolution of such Claim. If Purchaser and CDI are unable to resolve a dispute within ten (10) days after the delivery to Purchaser and the Escrow Agent of a Dispute Notice, then Purchaser and CDI shall jointly submit their dispute to a panel of three Arbitrators (the "Arbitrators") for resolution in accordance with the procedures set forth in Section 2.4 hereof. (e) Upon the delivery of any of the following to the Escrow Agent, the Escrow Agent shall promptly distribute to Purchaser from the Escrow Fund the following amount in cash, to the extent available, and then, to the extent cash is not available, in shares of TCP Common Stock: (i) a joint direction executed by CDI and Purchaser directing the Escrow Agent to pay a specified amount to Purchaser; or (ii) a direction letter executed by the Arbitrators directing the Escrow Agent to pay a specified amount to Purchaser. (f) Each share of TCP Common Stock that is distributed to Purchaser pursuant to the terms of this Agreement shall by valued based upon the closing price of a share of TCP Common Stock on the day immediately preceding the date of distribution from the Escrow Fund, as quoted on the Nasdaq National Market System and as certified in writing to the Escrow Agent by an officer of Purchaser. In lieu of distributing shares of TCP Common Stock from the Escrow Fund to satisfy a Claim, Purchaser may direct the Escrow Agent in the Claim Notice to sell a sufficient number of shares of TCP Common Stock, for and on behalf of CDI, to satisfy the payment of such Claim. Upon the receipt of such Claim Notice by the Escrow Agent, the Escrow Agent shall (i) take all actions reasonably necessary to sell such number of shares of TCP Common Stock, for and on behalf of CDI; and (ii) satisfy the payment of such Claim with the net cash proceeds received by the Escrow Agent from the sale of such shares. CDI and ▇▇▇▇▇▇▇▇ agree to take all actions reasonably requested by the Escrow Agent to allow the Escrow Agent to sell such shares of TCP Common Stock. All costs and expenses incurred by the Escrow Agent in connection with the sale of such shares of TCP Common Stock shall be paid by CDI and ▇▇▇▇▇▇▇▇ and, to the extent available, shall be deducted by the Escrow Agent from the Escrow Fund. Notwithstanding anything to the contrary contained herein, the value of the shares of TCP Common Stock delivered to Purchaser pursuant to the terms of this Agreement shall be deemed to be net of any reasonable costs, including brokerage commissions, incurred by Purchaser to dispose of such shares, if any.

Purchaser’s Claims. (a) At any time (or from time to time), Purchaser may give written notice (a "Claim Notice") to CDI and the Escrow Agent that Purchaser claims all or any part of the Escrow Fund (each a "Claim") in satisfaction of (i) any adjustment to the Cash Portion pursuant to Article III of the Purchase Agreement; or (ii) any claim for indemnification made by Purchaser pursuant to Article VIII of the Purchase Agreement. The Claim Notice shall set forth in reasonable detail (A) the nature of the Claim; and (B) if ascertainable, the amount of the Claim (hereinafter referred to as the "Claim Amount"). (b) Upon receipt of a Claim Notice, CDI shall have ten (10) days to dispute the Claim by delivering written notice to Purchaser and Escrow Agent specifying in reasonable detail the basis for the dispute (a "Dispute Notice"). (c) If (i) CDI approves all or any part of the Claim Amount, or (ii) upon the expiration of the ten (10) day period referred to in Section 2.2(b), a Dispute Notice has not been delivered, the Escrow Agent shall distribute, on the next business day, to Purchaser from the Escrow Fund an amount equal to the Claim Amount (or such part thereof which is approved by CDI and not disputed) in cash, to the extent available, and then, to the extent cash is not available, in shares of TCP Common Stock.is (d) If, within the ten (10) day period referred to in Section 2.2(b), CDI shall, in good faith, deliver a Dispute Notice to Purchaser and the Escrow Agent, Purchaser and CDI shall undertake to obtain as promptly as possible a final resolution of such Claim. If Purchaser and CDI are unable to resolve a dispute within ten (10) days after the delivery to Purchaser and the Escrow Agent of a Dispute Notice, then Purchaser and CDI shall jointly submit their dispute to a panel of three Arbitrators (the "Arbitrators") for resolution in accordance with the procedures set forth in Section 2.4 hereof. (e) Upon the delivery of any of the following to the Escrow Agent, the Escrow Agent shall promptly distribute to Purchaser from the Escrow Fund the following amount in cash, to the extent available, and then, to the extent cash is not available, in shares of TCP Common Stock: : (i) a joint direction executed by CDI and Purchaser directing the Escrow Agent to pay a specified amount to Purchaser; or or (ii) a direction letter executed by the Arbitrators directing the Escrow Agent to pay a specified amount to Purchaser. . (f) Each share of TCP Common Stock that is distributed to Purchaser pursuant to the terms of this Agreement shall by valued based upon the closing price of a share of TCP Common Stock on the day immediately preceding the date of distribution from the Escrow Fund, as quoted on the Nasdaq National Market System and as certified in writing to the Escrow Agent by an officer of Purchaser. In lieu of distributing shares of TCP Common Stock from the Escrow Fund to satisfy a Claim, Purchaser may direct the Escrow Agent in the Claim Notice to sell a sufficient number of shares of TCP Common Stock, for and on behalf of CDI, to satisfy the payment of such Claim. Upon the receipt of such Claim Notice by the Escrow Agent, the Escrow Agent shall (i) take all actions reasonably necessary to sell such number of shares of TCP Common Stock, for and on behalf of CDI; and (ii) satisfy the payment of such Claim with the net cash proceeds received by the Escrow Agent from the sale of such shares. CDI and ▇▇▇▇▇▇▇▇ agree to take all actions reasonably requested by the Escrow Agent to allow the Escrow Agent to sell such shares of TCP Common Stock. All costs and expenses incurred by the Escrow Agent in connection with the sale of such shares of TCP Common Stock shall be paid by CDI and ▇▇▇▇▇▇▇▇ and, to the extent available, shall be deducted by the Escrow Agent from the Escrow Fund. Notwithstanding anything to the contrary contained herein, the value of the shares of TCP Common Stock delivered to Purchaser pursuant to the terms of this Agreement shall be deemed to be net of any reasonable costs, including brokerage commissions, incurred by Purchaser to dispose of such shares, if any.