Claims Against the Escrow Fund. (a) Concurrently with the delivery of a written notification to the relevant Stockholder of a claim for indemnity under Section 10(a) of the Stockholders' Agreement (or, in the case of a claim for indemnity under Section 10(b) of the Stockholders' Agreement, to each of the Stockholders), RBC will deliver to the relevant Stockholder or to each of the Stockholders, as the case may be, and the Escrow Agent a certificate in substantially the form of ANNEX I attached hereto (a "Certificate of Instruction"). The Escrow Agent shall give written notice to the relevant Stockholder or to each of the Stockholders, as the case may be, of its receipt of a Certificate of Instruction not later than the second (2nd) business day next following receipt thereof, together with a copy of such Certificate of Instruction.
Claims Against the Escrow Fund. (a) Concurrently with the delivery of a notice of claim to Seller pursuant to Section 5.6 of the Acquisition Agreement, Purchaser will deliver to the Escrow Agent a certificate in substantially the form of Annex I attached hereto (a "Certificate of Instruction"). No Certificate of Instruction may be delivered by Purchaser after the Page close of business on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to Seller of its receipt of a Certificate of Instruction not later than the second business day next following receipt thereof, together with a copy of such Certificate of Instruction.
Claims Against the Escrow Fund. Upon receipt by the Escrow ------------------------------ Agent of an Officer's Certificate at any time on or before the last day of the Escrow Period (but in all events within 60 days after Parent becomes aware that it may have a claim for indemnity), the Escrow Agent shall, subject to the provision of Section 7.2(e) hereof, deliver to Parent out of the Escrow Fund as promptly as possible, shares of Parent Common Stock held in the Escrow Fund in an amount equal to the Losses specified in the Officer's Certificate. For purposes hereof, "Officer's Certificate" shall mean a certificate signed by any --------------------- officer of Parent: (A) stating that Parent has paid, incurred or properly accrued or reasonably anticipates that it will have to pay, incur or accrue Losses; (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, incurred or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related; (C) specifying whether the Losses are subject to the Basket Amount as provided in Section 7.2(a) hereof; and (D) specifying the number of shares of Parent Common Stock to be delivered to Parent. For purposes of determining the number of shares of Parent Common Stock to be delivered to Parent out of the Escrow Fund as indemnity pursuant to Section 7.2(b) hereof and this Section, the shares of Parent Common Stock shall be valued in good faith by the Board of Directors of Parent as of the date of the Officer's Certificate. The Escrow Agent may rely on the valuation of the Parent Common Stock by Parent. Parent and the Company shall use their best efforts to provide monthly notification to the Shareholder Representative of any known claims.
Claims Against the Escrow Fund. (a) On or before the last day of the General Escrow Period or the Special Escrow Period, as the case may be, Purchaser may deliver to the Escrow Agent a certificate signed by any officer of Purchaser (an “Officer’s Certificate”):
Claims Against the Escrow Fund. (a) Concurrently with the delivery of a Claim Notice to the Escrow Agent and the Stockholders' Representative pursuant to Section 7.5 of the Merger Agreement, Siemens will deliver to the Escrow Agent a certificate in substantially the form of Annex I attached hereto (a "Certificate of Instruction"). No Certificate of Instruction may be delivered by Siemens after 5:00 p.m. New York time on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to the Company and the Stockholders' Representative of its receipt of a Certificate of Instruction not later than the second business day next following receipt thereof, together with a copy of such Certificate of Instruction.
Claims Against the Escrow Fund. (a) The Escrow Shares shall secure the obligations of the Stockholders to the Indemnified Parties pursuant to Section 2 of the Indemnification Agreement and in accordance with the terms of this Agreement.
Claims Against the Escrow Fund. Upon receipt by the Escrow Agent on or before the last day the Escrow Fund remains in existence of a certificate signed by the Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer of Parent ("Officer's Certificate"), a copy of which, at that time, will also be provided to the Company Stockholder pursuant to the procedure for notice set forth in Article XIII:
Claims Against the Escrow Fund. The parties agree and acknowledge that any and all Claims for Damages made against the Interestholders by a Indemnified Party pursuant to Sections 8.1 and 8.2 on or prior to the Release Date shall be applied, upon final resolution of any such Claim (regardless when such resolution actually occurs) pursuant to Section 8.3, against the Escrow Fund. As promptly as possible following resolution of any such Claim, the Interestholders shall deliver to the Escrow Agent a Release Certificate signed by the Interestholders' Representative (as provided in the Escrow Agreement) providing delivery instructions to be followed by the Escrow Agent in paying out all or part of the Escrow Fund with respect to the Claim, including any applicable wire transfer instructions of the payee or an address to where a check should be sent. Upon receipt of such Release Certificate, the Escrow Agent shall deliver pursuant to such instructions out of the Escrow Fund, within two Business Days (as defined below), an amount or amounts as indicated in the Release Certificate. The Escrow Agent shall be entitled to conclusively rely on such Release Certificate and shall make such distributions from the Escrow Fund only in accordance with the terms thereof. For purposes of this Section 8.4 "Business Day" shall mean any day that is not a Saturday or Sunday or a day on which banks are required or permitted by law or executive order to be closed in the Commonwealth of Virginia.
Claims Against the Escrow Fund. The procedure for satisfaction of ------------------------------ claims with respect to any Loss claimed by a Buyer Indemnified Party for which such Buyer Indemnified Party seeks recourse against the Escrow Fund established as partial security for the indemnity provided in Section 8.2 is set forth in the Escrow Agreement.
Claims Against the Escrow Fund. (a) The Parties hereby acknowledge and agree that none of the Buyer, the Transitory Subsidiary or the Surviving Corporation is permitted to assert against any Schedule I Stockholder or PCI or Park City any claim with respect to representations, warranties, indemnities or covenants contained herein or in the P City Agreement or in any instrument or document delivered or to be delivered pursuant to this Agreement except in accordance with the Post-Closing Escrow Agreement and their sole remedy with respect to such matters shall be pursuant to the Post-Closing Escrow Agreement.
