Claims Against Escrow. In the event of a Claim asserted under this Article VIII whereby a Buyer Indemnified Party provides a Notice of Claim prior to the Escrow Expiration Date to Holders Representative, and such Claim is related and/or in connection with (i) any matter related to any Excluded Seller General Representation; (ii) Seller Fundamental Representations; and/or (iii) any matter under Sections 8.3 subsections (b) – (h), then such Buyer Indemnified Party will pursue the amount then outstanding in the Indemnity Escrow Account and only to the extent such amount is insufficient to fully indemnify the Buyer Indemnified Party for their Damages with respect thereto and as provided above, then the Buyer Indemnified Parties will be entitled to Claim against Company Securityholder for the excess amount of Damages sought, subject to the limitations set forth in this Article VIII. 1.9.
Claims Against Escrow. Purchaser may, but shall not be obligated to, direct that the Escrow Agent pay to the Purchaser, from time to time, any amount that may be payable by Parent or Seller to Purchaser under this Article XI. from the Escrow Property, and Parent and Seller shall, promptly upon being requested to do so by Purchaser, join in any written direction to the Escrow Agent under Section 4 of the Escrow Agreement that Purchaser may prepare for this purpose. The rights of Purchaser to made claims against the Escrow Property for satisfaction of part or all of any Claims that it may have against the Seller and Parent under this Article XI. are supplementary to, and not a limitation upon, its rights and remedies to proceed directly against Parent and Seller in respect of such Claims, provided, that any Claim satisfied in part or in whole by a distribution to the Purchaser of Escrow Property shall to that extent reduce the Claim of Purchaser against Parent and Seller. ARTICLE [Reserved] ARTICLE [Reserved] ARTICLE [Reserved]
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. 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) 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.
(i) Upon receipt by either Purchaser or Seller of any notice sent pursuant to Section 6(a)(i) above (each a "Release Request Notice") by the other party (the "Sending Party"), such receiving party (the "Receiving Party") shall review such Release Request Notice and the Receiving Party shall within thirty (30) days of receipt by such Receiving Party send a response (a "Claim Response Notice") to the Escrow Agent, with a copy to the Sending Party. The Claim Response Notice shall state the nature of any good faith objection to the original claim notice and such portion, if any, (including the amount thereof) which is not in dispute.
(ii) Upon receipt by the Escrow Agent of a Claim Response Notice, the Escrow Agent shall be authorized to, and shall pay, any amount contained in the original Release Request Notice which is not in dispute (including any Escrow Earnings attributable thereto as may be provided pursuant to the terms of this Agreement), and shall continue to hold in the Fund any portion which has been objected to until such time as the Escrow Agent shall receive a writing executed by both Purchaser and Seller directing the release of such disputed amounts or notice of final adjudication of such dispute in accordance with Section 7 hereof.
(iii) If the Claim Response Notice shall have objected to any portion of the original Release Request Notice such dispute shall be resolved in accordance with the terms of Section 7 hereof. If the Sending Party shall not receive a Claim Response Notice within thirty (30) days after delivery of t...
Claims Against Escrow. Notwithstanding anything to the contrary herein: (i) any claims by Buyer Indemnified Persons under this Agreement shall first be applied against the Indemnity Escrow Account before the Buyer Indemnified Persons may seek recovery directly against a Seller; and (ii) other than (A) amounts payable for adjustments to the Equity Value pursuant to Section 1.4, (B) claims or payments made with respect to any Losses incurred pursuant to Section 9.2(b)(ii) for breaches from and after the Closing, (C) claims based on fraud in connection with the consummation of the transactions contemplated by this Agreement or (D) claims made for a breach or inaccuracy of a Fundamental Rep, the Indemnity Escrow Account shall be the sole source and remedy for any indemnification obligations or other amounts payable by the Sellers to any Buyer Indemnified Persons under this Agreement (and the Sellers will have no liability or obligation with respect to such amounts other than through the Indemnity Escrow Account). For claims that are first made from and after the Initial Release Date, only claims for Specified Indemnity Matters may be made against the Indemnity Escrow Account, and any claims for matters described in subclauses (B), (C) or (D) of clause (ii) above shall be made solely directly against the Sellers.
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. 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.
