Escrow Claims. If any claim for indemnification is made by an Indemnified Party pursuant to this Article VIII prior to the expiration of the Escrow Period, such Indemnified Party shall first apply to the Escrow Agent provided in Section 2.5 of this Agreement for reimbursement of such claim in accordance with the provisions of the Escrow Agreement; provided, however, the Escrow Sum is not intended to be an exclusive remedy in the event Buyer has indemnification claims hereunder which exceed such amount.
Escrow Claims. (a) When any Indemnified Party learns of any potential Claim under this Agreement (an “Escrow Claim”) against the Principals, it promptly will give written notice (a “Claim Notice”) to the Principals and to the Escrow Agent; provided, that failure to so notify the Principals or the Escrow Agent, as applicable, shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Escrow Claim and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Principals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim; provided, that failure to do so shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure.
Escrow Claims. If Purchaser desires to make a claim under the Escrow, it must make such claim prior to the second anniversary of the Closing Date. Purchaser Indemnified Parties may do so by either stating that it intends to make a claim against the Escrow in the Claim Notice or pursuant to a separate writing (in either case, the "Escrow Claim Notice"). Except as otherwise provided herein, any claim by any Purchaser Indemnified Party against the Escrow described in an Escrow Claim Notice shall be referred to herein as an "Escrow Claim," or, if multiple, "Escrow Claims." Prior to the expiration of the Notice Period, the Sellers' Representative shall either (x) execute and deliver to Purchaser a certificate to be countersigned by Purchaser to direct jointly the Escrow Agent to disburse promptly to Purchaser, out of the Escrow Funds, the amount of such Losses, or (y) notify Purchaser, with contemporaneous delivery to the Escrow Agent, in writing of an intention to dispute the Escrow Claim(s) and the basis of such dispute (a "Dispute Notice"). If Sellers' Representative does not take any action within the Notice Period, Sellers shall be deemed to have accepted full liability for such Escrow Claims. If the Sellers' Representative agrees that Sellers have an indemnification obligation but object in writing on the basis that they are obligated to pay only a lesser amount, then within two Business Days after Purchaser's receipt of the Sellers' Representative written objection, and without prejudice to Purchaser's claim for the difference, Sellers' Representative shall execute and deliver to Purchaser a certificate to be countersigned by Purchaser, to direct jointly the Escrow Agent to promptly disburse to Purchaser, Escrow Funds equal to the lesser amount. If the Sellers' Representative delivers a Dispute Notice in accordance with Section 9.6(b), Purchaser and Sellers' Representative shall attempt in good faith until thirty (30) days after receipt of any Dispute Notice to agree upon the rights of the respective parties with respect to each Escrow Claim. If Purchaser and Sellers' Representative should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Sellers' Representative and Purchaser and Purchaser and Sellers' Representative shall also execute a certificate jointly directing the Escrow Agent to disburse promptly such Escrow Funds in the manner set forth in such certificate which shall be consistent with the terms of such memorandum. If Pur...
Escrow Claims. An "Escrow Claim" shall be deemed to have occurred if within 180 days after the Closing Date (i) any claim for setoff has been made pursuant to Section 1.7 of the Purchase Agreement and in accordance with the Purchase Agreement ("Setoff"), and one of the Parties has concurrently notified the Escrow Agent of such claim, (ii) a third party has made a claim (whether or not a lawsuit or arbitration proceeding has commenced) that is subject to indemnification under the Purchase Agreement, and one of the Parties has concurrently notified the Escrow Agent of such claim, or (iii) any dispute between the Parties is arbitrated pursuant to Section 7.4 of the Purchase Agreement or submitted for resolution through any other legal proceeding in accordance with the provisions of the Purchase Agreement, and one of the Parties has notified Escrow Holder of such claim. The Escrow Agent shall not release any Escrow Shares until it has received written instructions pursuant to Section 1.4(b). Any Escrow Claim shall be deemed to have occurred if received before the Escrow Termination Date by the Escrow Agent. The Parties shall provide advance written notice of the identity of the arbitrator to the Escrow Agent pursuant to this Section 1.4.
Escrow Claims. (a) On the first Business Day following the second anniversary of the Closing Date, Purchaser and Seller shall cause the Escrow Agent to release the then existing amounts in the Escrow Account to Seller, less the amount of claims for indemnification which have been paid or have been asserted by the Purchaser Indemnified Parties but not paid. Any unreleased amount shall be retained by the Escrow Agent. The amounts in the Escrow Account so retained shall be released by the Escrow Agent upon the resolution of such claims, to the extent not utilized to pay the Purchaser Indemnified Parties for any such claims resolved in favor of a Purchaser Indemnified Party, in accordance with the resolution of such claims.
Escrow Claims. Upon any claim for indemnification in favor of a Purchaser Indemnitee being determined (whether by way of an Order of a Governmental Authority or a settlement or agreement between the Purchaser and THC, on behalf of the Sellers), the Purchaser and THC shall instruct the Escrow Agent to release to the Purchaser a number of Escrow Shares having a value equal to the amount of such indemnification claim. To the extent there are insufficient Escrow Shares remaining in escrow to satisfy any such claim in favor of a Purchaser Indemnitee, subject to the limitations in Section 6.5, Sellers shall be liable for the direct payment thereof.
Escrow Claims. If at any time prior to the date that is twelve (12) months after the Closing Date (such time period, the “Holdback Period”) there are amounts remaining in the Escrow Fund, to the extent that Seller does not promptly (and in any event within thirty (30) days after receipt of a Claim Notice from Buyer) reimburse or pay Buyer for any amounts to which Buyer is entitled with respect to such Claim Notice pursuant to Section 8.4, then Buyer shall be entitled to deliver to Seller written notice (an “Escrow Claim Notice”), which notice shall specify with particularity the nature and amount of Buyer’s claim pursuant to Section 8.4 as set forth in the Claim Notice (the “Escrow Claim”), including specific details of and a specific basis under this Agreement entitling Buyer to such Escrow Claim. For the avoidance of doubt, Seller may require that Buyer first recover all amounts to which Buyer is entitled hereunder from the Escrow Account to the extent of the Escrow Fund then available if Seller delivers to Buyer and the Escrow Agent executed irrevocable written instructions that instruct the Escrow Agent to deliver to Buyer an amount from the Escrow Fund in respect of such Escrow Claim equal to the lesser of (a) the amount of such Escrow Claim, or (b) the amount of the Escrow Fund then remaining in the Escrow Account.
Escrow Claims. Upon any claim for indemnification in favor of a Purchaser Indemnitee being determined (whether by way of an Order of a Governmental Authority or a settlement or agreement between Purchaser and the Representative, on behalf of Seller Parties), Purchaser and the Representative shall instruct the Escrow Agent to release to Purchaser a number of Escrow Shares having a value equal to the amount of such indemnification claim. To the extent there are insufficient Escrow Shares remaining in escrow to satisfy any such claim in favor of a Purchaser Indemnitee, Seller Parties shall be jointly and severally liable for the direct payment thereof.
Escrow Claims. (a) Prior to the expiration of the twenty-four (24) month term of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Escrow Amount; provided, that the foregoing shall in no way be construed to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow Amount.
Escrow Claims. If any claim for indemnification is made by an ------------- Indemnified Party pursuant to this Article IX prior to the expiration of the ---------- Escrow Period, such Indemnified Party shall first apply to the Escrow Agent for reimbursement of such claim in accordance with the provisions of the Escrow Agreement; provided, however, the Escrow Sum is not intended to be an exclusive remedy in the event the Acquirer has indemnification claims hereunder which exceed such amount. Once the Cash Escrow Sum has been fully depleted to satisfy claims pursuant to Section 9.1, any one or more of the Transferors shall have ----------- the option to satisfy such Transferor's obligation to the Acquirer by surrendering to the Acquirer that portion of the Stock Portion of the Transfer Consideration required to fund the indemnification obligation (with such surrendered Acquirer's Shares valued at the Fair Market Value of such shares). Notwithstanding the foregoing, and in lieu of receiving a cash payment or Acquirer's Shares from the Transferors, the Acquirer, in its sole discretion, may after the first anniversary of the Closing Date, elect to offset against any Earned Payout Amount payable to the Transferors, after an indemnification claim has been made therefor, the amount of any Adverse Consequences or any other payments to which the Acquirer may become entitled to by reason of the provisions of this Agreement.
