Claims Against Escrow Amount Sample Clauses

Claims Against Escrow Amount. (a) Pursuant to Section 2.2(b)(ii), on or prior to the 90th day following the Closing, Buyer shall pay to the Escrow Agent, in immediately available funds, for deposit into an account designated by the Escrow Agent (the “Escrow Account”), an amount equal to the Escrow Amount (such funds once deposited, and any interest or other earnings thereon, are referred to as the “Escrow Funds”). The Escrow Funds shall be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement, which will be executed at Closing, by and among Buyer, Seller and the Escrow Agent. (b) The Escrow Funds shall be disbursed by the Escrow Agent as follows: (i) pursuant to Section 9.9(c) and Section 9.9(d) in accordance with written instructions that are jointly signed by Seller and Buyer, which instructions shall be in a form that complies with the requirements of the Escrow Agreement (a “Joint Instruction Letter”); or (ii) pursuant to a final non-appealable order, judgment, decision or decree by a court of competent jurisdiction specifying the amount of Escrow Funds to be released and the Person or Persons to whom such Escrow Funds shall be released. (c) The Parties agree to (i) on the date that is 6 months following the Closing Date (the “First Release Date”) (or first Business Day thereafter), execute and deliver to the Escrow Agent a Joint Instruction Letter, instructing the Escrow Agent to disburse to Seller from the Escrow Account an amount equal to one-third (1/3) of the Escrow Funds as of such date less the sum of (A) the amount which the Escrow Agent has either released to Buyer or the Escrow Agent has been validly instructed to release to Buyer in accordance with the Escrow Agreement but has not actually released as of the First Release Date plus (B) the reasonable estimated amount, as determined by Buyer in good faith, of any good faith Claims for indemnification arising pursuant to Article 9, and which have been presented to Seller in accordance with Article 9 and remain unresolved or unpaid by Seller as of the First Release Date; (ii) on the date that is 12 months following the Closing Date (the “Second Release Date”) (or first Business Day thereafter), execute and deliver to the Escrow Agent a Joint Instruction Letter, instructing the Escrow Agent to disburse to Seller from the Escrow Account an amount equal to one-half (1/2) of the Escrow Funds as of such date less the sum of (A) the amount which the Escrow Agent between the First Release Dat...
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Claims Against Escrow Amount. Purchaser may, from time to time during the term of this Agreement, make claims to the Escrow Funds from the Escrow Account (which, for the avoidance of doubt, shall not include the Deposit Amount) for payment of any amounts due and payable to any Purchaser Indemnified Party pursuant to, and subject to the terms and conditions of, Article VIII of the Purchase Agreement (in each case, an “Eligible Payment”). The Escrow Funds may be reduced from time to time by payments made to Purchaser or to Sellers in accordance with the provisions of this Agreement. The balance of Escrow Funds in the Escrow Account from time to time during the term of this Agreement is referred to herein as the “Escrow Account Balance”.
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Claims Against Escrow Amount. In the event that CDSI or any of its Affiliates is entitled to indemnification of any Damages under Section 9.02(a), such Person shall seek payment for such Damages first out of the Escrow Amount in accordance with the terms of the Escrow Agreement. In the event that the Escrow Amount is not sufficient to satisfy all claims for indemnification pursuant to Section 9.02(a), the Persons seeking such indemnification shall be entitled to seek payment directly from a Selling Shareholder, subject to the limitations set forth in Section 9.05.
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Claims Against Escrow Amount. Subject to this §8, any Claim for Indemnification by Buyer against Sellers pursuant to §8(b)(i) shall be made solely with respect to the Escrow Amount and may be made at any time within the applicable survival period. Upon any Final Determination (as defined below) of a Claim for Indemnification against Sellers, Sellers and Buyer shall provide joint written instructions to the Escrow Agent to pay to Buyer the amount of such Claim for Indemnification as determined by such Final Determination. Upon the expiration of the applicable survival period without any pending claims, the remaining balance of the Escrow Amount will be disbursed by the Escrow Agent (pursuant to joint written instructions by Sellers and Buyer) to Sellers in accordance with the Escrow Agreement; provided, however, that in the event that there are any pending Claims for Indemnification at the time of such expiration: (i) the claimed amounts shall remain in escrow; (ii) the remaining balance of the Escrow Amount after such retention will be so disbursed by Escrow Agent (pursuant to joint written instructions by Sellers and Buyer) to Sellers in accordance with the Escrow Agreement; and (iii) as each such Claim for Indemnification is resolved by a Final Determination, any amount retained with respect thereto that remains in escrow after such resolution will be disbursed by Escrow Agent (pursuant to joint written instructions by Sellers and Buyer) to Sellers in accordance with the Escrow Agreement.
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Claims Against Escrow Amount. Purchaser may, from time to time during the term of this Agreement, make claims to the Escrow Funds from the Escrow Account (which, for the avoidance of doubt, shall not include the Deposit Amount) for payment of any ..
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Related to Claims Against Escrow Amount

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Issuer The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

  • Preferential Collection of Claims Against the Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against the Issuer The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Depositor or Trust In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Trust or any other obligor upon the Trust Securities or the property of the Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Property Trustee shall have made any demand on the Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee. Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding.

  • Claims Against Third Parties The Licensee shall, as soon as it becomes aware, give DACS in writing full particulars of any infringements or violations of any of DACS’ / the Artist’s rights in the Work.

  • Uninsured Losses; Proceedings Against Assets There shall occur any material uninsured damage to or loss, theft or destruction of any of the Collateral in excess of $5,000,000 or the Collateral or any other of the Loan Parties’ or any of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

  • Waiver of Claims Against Trust Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

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