Escrow Claim definition

Escrow Claim has the meaning set forth in Section 10.7(b)(i).

Escrow Claim has the meaning given in Clause 7.5;

Escrow Claim has the meaning set forth in Section 5.6(a).

Examples of Escrow Claim in a sentence

• Damages paid within the Escrow Claim Sublimits of Liability are included within, and not in addition to, the per Claim Limit of Liability and the Aggregate Limit of Liability under Item 3 of the Declarations.

• The Company’s Sublimit of Liability for Damages for each Escrow Claim per Licensee shall not exceed the per Escrow Claim Sublimit stated in the Declarations.

• The Company’s Sublimit of Liability for Damages for all Escrow Claims per Licensee shall not exceed the Aggregate Escrow Claim Sublimit set forth in the Declarations.

• The Escrow Agent shall have no duty to determine whether any Indemnity Escrow Notice accurately describes an Indemnity Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement, but shall be entitled to assume conclusively and without inquiry that any such Indemnity Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement.

• The Company’s Limits of Liability for Damages and Claim Expenses for all Escrow Claims shall not exceed the Aggregate Escrow Claim Sublimit set forth on the Declarations.

More Definitions of Escrow Claim

Escrow Claim has the meaning set forth in Section 2.3(b).

Escrow Claim means any and all claims, individually or in the aggregate, made by Buyer within one year after the Effective Time for the purpose of compensating Buyer for Losses resulting from (x) the breach or inaccuracy of any representation or warranty of Lamcor contained herein, (y) the failure of Lamcor to perform any covenant or agreement of Lamcor under this Agreement, and (z) all amounts in excess of $275,000 paid or incurred by Lamcor in connection with the negotiation and preparation of this Agreement, in settlement of claims relating to, based upon or arising out of the Rights offering or in consideration for the Releases, or in attorneys fees and expenses and other costs in obtaining such settlement or Releases, and in connection with the consummation of the transactions provided for herein (collectively, the "Lamcor Expenses"); provided, however, that Buyer shall not be entitled to assert a claim against the Escrowed Funds for breaches of representations and warranties pursuant to the preceding clause (x) if Buyer had actual knowledge of the breach at the Effective Time; provided further, that Buyer shall not be entitled to assert an Escrow Claim against the Escrowed Funds unless each such Escrow Claim is in excess of $1,000.00. An Escrow Claim shall be satisfied or liquidated only from the Escrowed Funds in accordance with the terms and conditions of the Escrow Agreement; provided, however, that Buyer shall not be entitled to receive any of the Escrowed Funds unless (i) the Surviving Corporation is not in breach in any Material respect of any of its covenants or agreements arising after the Effective Time and (ii) the aggregate amount of all Escrow Claims arising out of clauses (x) and (y) of the preceding sentence exceeds $50,000. Once such $50,000 threshold has been reached, Buyer shall be entitled to hall payment for all Escrow Claims arising out of such clauses (x) and (y) out of the Escrowed Funds as if no such limitation on payment had existed, provided that the conditions of clause (i) of this sentence is satisfied at the time of payment. Buyer shall pay all fees and expenses in connection with the escrow and the Escrowed Funds, without reimbursement therefor to Buyer from the Escrowed Funds. Notwithstanding the foregoing, any amount of Lamcor Expenses in excess of $275,000 shall be paid to Buyer out of the Escrowed Funds, to the extent thereof, without regard to such $50,000 threshold.

Escrow Claim means a claim by the Purchaser pursuant to the provisions of clause 3.5, a General Warranty Claim, a Tax Claim or an Indemnity Claim which has been notified to the Seller before the relevant Claims Escrow Release Date;

Escrow Claim as defined in Section 7.7(b)(i)(1).

Escrow Claim means any and all claims against the Escrowed Shares, individually or in the aggregate, made by Buyer under the terms and conditions of the Escrow Agreement. Neither the assertion of nor the failure to assert an Escrow Claim will relieve Incomnet of any of its indemnification obligations under the terms and subject to the conditions of this Agreement, except to the extent such Escrow Claim is satisfied in whole or in part thereby.

Escrow Claim has the meaning specified in Section 9.8.

Escrow Claim has the xxxxxxx set forth in Section 8.7(b)(i).