Claims Against Escrow. Inergy Holdings may make claim for --------------------- payment of Damages to which Inergy Holdings is entitled under Section 10.1 hereof by notifying the Escrow Agent and the IPCH Stockholders' Representative of such claim pursuant to the Escrow Agreement and requesting release of appropriate funds to Inergy Holdings to cover such Damages, but the seeking of such claim for payment from the Escrow Agent shall not limit Inergy Holdings in any manner in the enforcement of any other remedies available to it under this Article X. Such request shall be processed by the Escrow Agent pursuant to the Escrow Agreement prior to the release of any funds to Inergy Holdings.
Claims Against Escrow. 39 12.6 United's Indemnification Limitations..................39 12.7 Buyer's Indemnification Limitations...................39 12.8 Costs.................................................39
Claims Against Escrow. Buyer may make a claim for payment of Damages to which it is entitled under Section 12.1 or 12.3 hereof by notifying the Escrow Agent pursuant to the Escrow Agreement and requesting release of the appropriate funds to cover such Damages, but the seeking of such claim for payment from the Escrow Agent shall not limit Buyer in any manner in the enforcement of any other remedies available to it under this Article 12.
Claims Against Escrow. With respect to any claim by a Buyer Indemnified Party against Seller or any Former Stockholder for Buyer Indemnified Costs payable under this Article 8, the Buyer Indemnified Party shall first seek payment only out of the Indemnification Holdback Amount for all amounts due to the Buyer Indemnified Party from Seller or such Former Stockholder with respect to such claim; provided, however, that if the amount held pursuant to the Indemnification Escrow Agreement has been reduced to zero, the Buyer Indemnified Party shall be entitled, subject to the terms and conditions set forth in this Agreement, to seek payment from Seller or such Former Stockholder directly for all amounts remaining due or thereafter becoming due to the Buyer Indemnified Party from such Seller or Former Stockholder under this Article 8 (but, with respect to Buyer Indemnified Representation Costs, subject to the limitations set forth in Section 8.6(e)) and for claims contemplated in Section 9.2.
Claims Against Escrow. Any claims by the Purchasers against the Escrow Property for indemnification in respect of UBL Losses under the Stock Purchase Agreement (as modified by the I/C Agreement) shall be made as follows:
Claims Against Escrow. The Buyer may, but shall not be obligated to, direct that the Escrow Agent, pursuant to the Escrow Agreement, pay to the Buyer, from time to time, any amount that may be payable by the Seller to the Buyer under this ARTICLE X , and the Seller shall, promptly upon being requested to do so by the Buyer, join in any written direction to the Escrow Agent pursuant to the Escrow Agreement. The rights of the Buyer to look to the Escrow Agreement for satisfaction of part or all of any claims or Losses that it may have against the Seller under this Agreement are supplementary to, and not a limitation upon, its rights and remedies to proceed directly against the Seller in respect of such claims or Losses; provided, however, that any claim or Loss satisfied in part or in whole by a distribution to the Buyer of funds from the Escrow Agreement shall, to that extent, reduce the claim of the Buyer against the Seller under this Agreement.
Claims Against Escrow. 31 11.05. No Waiver.....................................................................................31 11.06. Sole Remedy...................................................................................31 ARTICLE XII TERMINATION....................................................................................................31
Claims Against Escrow. In the event of any Loss or Losses suffered by Parent, its directors, officers, agents or Affiliates for which they are entitled to indemnification pursuant to Section 11.02(a) hereof, or if Parent, its directors, officers, agents or Affiliates are entitled to be indemnified by, or receive any payments from, Company Shareholders under any other provision of this Agreement or any of the Ancillary Agreements, Parent shall be entitled, inter alia, in its sole discretion, and in addition to any right to indemnification it may have under this Article XI, to proceed against the Escrow Amount held in escrow pursuant to the Escrow Agreement in accordance with the procedures set forth therein; provided, however, that the foregoing right to proceed pursuant to the Escrow Agreement shall be cumulative and in addition to, and shall not in any way limit or preclude, any other remedy available to Parent, its directors, officers, agents Affiliates against Company Shareholders for failure to make any such indemnification or payments.
Claims Against Escrow. (a) As set forth in the Escrow Agreement, funds deposited into Escrow shall be deposited therein, and be available only, for the sole purpose of satisfying (whether in whole or in part) exposure of the Company and/or the Seller to liability arising in connection with the litigation described in Exhibit 3.21.
Claims Against Escrow. (a) Purchaser may, at any time and from time to time on or prior to one hundred eighty (180) days following the date of the Closing of the Transaction (the "ESCROW TERMINATION DATE"), in a written notice (a "CLAIM NOTICE") to the Escrow Agent, direct the Escrow Agent to use any or all of the cash in the Fund to reimburse the Indemnified Parties for any losses suffered by Purchaser. The Claim Notice shall set forth, to the extent known to the Indemnified Party on whose behalf the claim is being submitted, the nature of the claim (including a reference to the representation, warranty or covenant in the Purchase Agreement which allegedly has been breached or proven inaccurate), the date on or about which the claim is believed to have occurred or accrued and the amount of losses. Purchaser shall within five (5) business days following delivery of the Claim Notice to the Escrow Agent forward to Seller a copy of such Claim Notice.
