Claims Against Escrow Fund. (a) Subject to the terms and conditions of this Agreement, the Escrow Fund shall be applied to indemnify and hold harmless the Buyer Indemnitees against and in respect of Losses as set forth in a Claim Certificate (as defined below) duly delivered to the Escrow Agent and the Seller Stockholders prior to the Termination Date. If the Buyer Indemnitees shall suffer or incur Losses as to which indemnification is provided for under the indemnification provisions of the Merger Agreement, it or they shall deliver to the Escrow Agent and the Seller Stockholders a certificate (a "Claim Certificate"), which shall be signed by the President, Chief Executive Officer or Chief Operating Officer of GLOBAL to the effect that Buyer Indemnitees have suffered or incurred Losses in the amount specified in such Claim Certificate and setting forth the basis for such Losses. Upon receipt of any such Claim Certificate and subject to Section 5(b), the Escrow Agent shall, as soon as practicable (but not earlier than twelve (12) business days after the delivery to the Escrow Agent of such Claim Certificate) pay to Buyer Indemnitees an amount equal to the amount of Losses so suffered or incurred by Buyer Indemnitees as set forth in such Claim Certificate out of the Escrow Fund. Whenever the Escrow Agent is required to make a payment out of the Escrow Fund hereunder, the Escrow Agent shall withdraw from the Escrow Fund in accordance with a written instruction of GLOBAL (which written instruction shall include a computation of the value of such shares of Buyer Stock and Other Property calculated in accordance with Section 9.04(c) of the Merger Agreement and this Escrow Agreement, and shall include a calculation which confirms that the payment shall be made for the accounts of the Seller Stockholders pro rata in accordance with the ratio of the original deposits of Buyer Stock which comprise the Escrow Fund), (i) first, any cash comprising the Escrow Fund, (ii) second, to the extent that there is insufficient cash to pay the Losses, shares of Buyer Stock and (iii) third to the extent there is an insufficient number of shares of Buyer Stock in the Escrow Fund to pay the Losses, any other property delivered to, and remaining in, the Escrow Fund in accordance with Section 8 hereof ("Other Property"). The Escrow Agent shall transfer, deliver and assign to Buyer Indemnitees such cash, number of shares of Buyer Stock (rounded to the next highest whole share) held in the Escrow Fund and/or Oth...
Claims Against Escrow Fund. At any time or times prior to the -------------------------- expiration of this Agreement, Buyer may make claims against the Escrow Fund pursuant to Section 10.6 of the Purchase Agreement. Buyer shall notify the Stockholders' Representative and the Escrow Agent in writing prior to the expiration of this Agreement of each such claim, including a summary of the amount of and bases for such claim. If the Stockholders' Representative shall dispute such claim, the Stockholders' Representative shall give written notice thereof to Buyer and to the Escrow Agent within twenty (20) days after receipt of notice of Buyer's claim, in which case the Escrow Agent shall continue to hold the Escrow Fund in accordance with the terms of this Agreement; otherwise, such claim shall be deemed to have been acknowledged to be payable out of the Escrow Fund in the full amount thereof and the Escrow Agent shall use its best efforts to pay such claim in immediately available funds to Buyer within three (3) business days after expiration of said twenty day period or as soon as possible thereafter. If the amount of the claim exceeds the value of the Escrow Fund, the Escrow Agent shall have no liability or responsibility for any deficiency.
Claims Against Escrow Fund. The parties agree -------------------------- and acknowledge that any and all Claims for Damages made against the Shareholder by a NII Indemnified Party pursuant to Sections 8.1 and 8.3 on or prior to the Escrow Release Date may be applied, upon final resolution of any such Claim (regardless when such resolution actually
Claims Against Escrow Fund. Upon determination of the amount claimed against the Escrow Fund, Stevxxx xxx, at his sole option, settle the Escrow Claim by (a) written notification to Medibuy within seven (7) calendar days (the "Option Period") of the later of (i) notification given to Stevxxx xxxsuant to Section 5.4 above or (ii) settlement of the third-party claim and (b) payment to Medibuy in immediately available funds of the amount of the Escrow Claim. Upon expiration of the Option Period, Medibuy shall be entitled to receive out of the Escrow Fund such number of the Pledged Shares as shall be obtained by dividing the Escrow Claim by the then fair market value of the Pledged Shares as determined by the Medibuy Board of Directors in good faith.
Claims Against Escrow Fund. Section III.1 Claims against any component of the Deduction 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 or Chief Financial Officer of Buyer ("Officer's Certificate") and by two out of three Sellers:
Claims Against Escrow Fund. If at any time on or prior to the Claims Deadline, the Buyer shall assert a claim arising out of the Purchase Agreement, the Buyer shall notify the Escrow Agent and the Representative in writing of such claim and the basis therefor. The Buyer's notice also shall state the amount of any liability, loss, damage or expense incurred by or imposed upon the Buyer on account hereof.
(a) If such liability, loss, damage or expense is liquidated in amount, the notice shall so state and the stated amount shall be deemed the amount of the particular liquidated claim that is asserted against the Escrow Fund on behalf of the Buyer.
(b) If, however, the liability, loss, damage or expense is not liquidated in amount, the notice shall so state, in which event an unliquidated claim shall be deemed to have been asserted against the Escrow Fund on behalf of the Buyer.
(c) No payment or distribution shall be made by the Escrow Agent out of the Escrow Fund for any asserted claims (whether liquidated or unliquidated) before the Claims Deadline.
Claims Against Escrow Fund. (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by the President of SCB ("Officer's Certificate"):
(i) stating that SCB has paid, suffered, or properly accrued, or in good faith reasonably anticipates that SCB will have to pay, suffer, or accrue, Losses in an aggregate stated amount (including, without limitation, any anticipated professional and other fees and costs associated therewith) and stating that SCB is entitled to indemnification out of the Escrow Fund pursuant to this Escrow Agreement and the Merger Agreement; and
(ii) specifying in reasonable detail (a) the individual items of Losses included in the amount so stated; (b) the date each such item was paid or properly accrued or the basis for such anticipated liability; (c) the nature of the unforeseen or undisclosed contingent liability, misrepresentation, breach of warranty or covenant, or other matter to which such item is related; and (d) the section of the Merger Agreement to which such claim relates; the Escrow Agent shall, subject to the provisions of Sections 6 and 7 hereof, deliver to SCB, as promptly as practicable, out of the Escrow Fund, that number of Escrow Shares (in whole shares, rounded to the nearest whole number of shares) and, if the value of Escrow Shares is insufficient to satisfy the Claims, such other available funds in the Escrow Fund, if any, having a value equal to the amount of such Losses.
(b) Any claim by SCB against the Escrow Fund made in an Officer's Certificate pursuant to this Section 5 shall be referred to herein as a "Claim" or, if multiple, "Claims."
Claims Against Escrow Fund. SECTION 3.1. 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 or Chief Financial Officer of Buyer and by any Vice President of AO and each of the Shareholders ("Officer's Certificate"):
(a) stating that Buyer has a Loss and that Buyer is entitled to indemnification out of the Escrow Fund pursuant to this Escrow Agreement and the Stock Purchase Agreement; and
Claims Against Escrow Fund. In the event that, on or prior to the Termination Date, FAC determines that it is necessary to restate FAC's financial statements contained in its reports filed with the Securities and Exchange Commission for any period during the Earnout Period in a manner that affects Adjusted EBIDTA for the Earnout Period, the Audit Committee and FAC's Chief Financial Officer will determine Adjusted EBITDA for the Earnout Period, giving effect to such restatement, determine whether USAuto and its subsidiaries have met the Adjusted EBITDA target set forth in the Merger Agreement and determine the number of Shares, if any, to which the Harrisons are entitled pursuant to the Merger Agreement. In the event that, as a result of such a determination, the Audit Committee determines that the Harrisons are not entitled to receive all of the Shares, the Audit Committee, together with FAC's Chief Financial Officer, will prepare and deliver to the Harrisons a calculation of Adjusted EBITDA for the Earnout Period and the number of Shares to which the Harrisons are entitled pursuant to the Merger Agreement (the "Earn-Out Statement"). Upon delivery of the Earn-Out Statement, FAC and its Chief Financial Officer will make available to the Harrisons all records and work papers used in preparing the Earn-Out Statement for the purpose of reviewing such calculations. If the Harrisons disagree with the calculation of Adjusted EBITDA for the Earn-Out Period, the Harrisons shall, within 30 days after receipt of the Earn-Out Statement, deliver a written notice (a "Disagreement Notice") to the Audit Committee setting forth the Harrisons' calculation of Adjusted EBITDA for the Earnout Period. The Audit Committee and the Harrisons will use reasonable best efforts to resolve any disagreements as to the calculation of Adjusted EBITDA for the Earnout Period, but if they do not obtain a final resolution of all disagreements within 30 days after the Disagreement Notice is delivered to the Audit Committee, FAC and the Harrisons will jointly retain FAC's independent auditor (the "Auditor") to resolve any remaining disagreements. FAC and the Harrisons will direct the Auditor to render a determination within 30 days of its retention, and FAC, the Harrisons and their respective agents will cooperate with the Auditor during its engagement. The Auditor will consider only those items and amounts which were set forth in the Earn-Out Statement and/or Disagreement Notice and for which a disagreement between the p...
Claims Against Escrow Fund. If, on or before the Escrow Termination Date, the Escrow Agent receives a Notice of Claim from Elekom, then, the Escrow Agent shall, from and after its receipt of that Notice of Claim, hold the Escrow Fund (the "Holdback") until such time (whether before or after the Escrow Termination Date) as the conditions of Section 4.2 hereof have been complied with as to such Notice of Claim.
