Claims Against Escrow Funds. If, on or before the Escrow Termination Date, the Escrow Agent receives a Notice of Claim from SFI, then, in each instance in which such a Notice of Claim is received, the Escrow Agent shall, from and after its receipt of that Notice of Claim, hold the portion of the Escrow Funds equal to the Estimated Indemnified Amount or the remainder of the Escrow Funds should it be less than the Estimated Indemnified Amount (the "Indemnification 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.
Claims Against Escrow Funds. At any time or times prior to the Expiration Date (as defined in Section 5) --------- SM&A may make claims against the Escrow Funds for amounts due for indemnification under Article 10 of the Merger Agreement. SM&A shall notify the Shareholder Representative and the Escrow Agent in writing of each such claim ("Notice of Claim"), including a brief description of the amount and nature of --------------- such claim. If the amount subject to the claim is unliquidated, SM&A shall make a good faith estimate as to the amount of the claim for purposes of determining the amount to be withheld from the Escrow Funds by the Escrow Agent if such claim is not resolved or otherwise adjudicated by the Expiration Date. Such good faith estimate shall be included in the Notice of Claim. If the Shareholder Representative shall dispute a claim or SM&A's estimate as to the amount of the claim, the Shareholder Representative shall give written notice thereof to SM&A and to the Escrow Agent within 30 days after the date SM&A's Notice of Claim was received by the Shareholder Representative, in which case the Escrow Agent shall continue to hold the Escrow Funds in accordance with the terms of this Agreement; otherwise, such liquidated claim ("Liquidated Claim") ---------------- shall be deemed to have been acknowledged to be payable out of the Escrow Funds in the full amount thereof as set forth in the Notice of Claim and the Escrow Agent shall use its best efforts to pay such Liquidated Claim from the Escrow Funds to SM&A within three business days after expiration of said 30-day period. Unliquidated claims shall not be paid until liquidated. Disputes as to SM&A's good faith estimate of a claim shall be resolved as provided in Section 4.1. ----------- The value of Escrow Funds paid to satisfy a claim under this Agreement shall be allocated pro rata among the Shareholders based on their proportionate interests in the aggregate Escrow Funds, as indicated in Schedule 3.1
Claims Against Escrow Funds. In the event of any claim pursuant to Section 9.1(a), the Indemnified Party shall first recoup all of its Losses to which it is entitled under this Agreement (including, but not limited to, any amount owed to Buyer and/or Parent arising from Article IX) from the Escrow Funds then existing prior to recouping Losses directly from Seller and/or PMI.
Claims Against Escrow Funds. The conditions of the escrow are as follows:
Claims Against Escrow Funds. (a) Pursuant to Section 2.2(b)(i), at the Closing, Buyer shall pay to the escrow agent named in the Escrow Agreement (the “Escrow Agent”), as escrow agent to Buyer and the Archway Parties, in immediately available funds, for deposit into an account designated by the Escrow Agent (the “Escrow Account”), an amount equal to the sum of the Escrow Amount (such funds once deposited, are referred to as the “Escrow Funds”). (For clarity, the Holdback Amount will be held in the Escrow Account, but will be handled pursuant to Section 3.3(e).) 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, the Archway Representative and the Escrow Agent.
Claims Against Escrow Funds. (a) In the event from time to time TALX shall claim that any TALX Indemnified Person has suffered or expects to suffer any Indemnified Losses for which the Shareholders are obligated to indemnify such TALX Indemnified Person under Section 11.1 hereof, TALX shall notify the Representatives of such claim pursuant to Section 11.5 or 11.6 hereof. If the Representatives shall not, within fifteen calendar days after receipt of such notice of TALX, advise TALX in writing that they dispute such TALX Indemnified Person's right to indemnification in respect of such claim, TALX shall be entitled to satisfy such claim, at once if said claim is liquidated, or subsequently immediately following such time as such portion(s) of any unliquidated claim becomes liquidated, by making withdrawals from the Escrow Funds on the terms and conditions set forth in the Escrow Agreement.
