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.
(b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreement, SEACOR and the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name of the Indemnified Party, the amount of Losses arising from the indemnity claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder.
(c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Cl...
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.
(b) If the Escrow Agent (i) shall not, within thirty (30) calendar days following receipt by the relevant Stockholders of a Certificate of Instruction (the "Objection Period"), have received a certificate in substantially the form of ANNEX II attached hereto (an "Objection Certificate") signed by the relevant Stockholder with respect to a claim for indemnification under Section 10(a) of the Stockholders' Agreement or any of the Stockholders
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. (a) RAM may make claims against the Escrow Fund (a “Claim”) under any of the following provisions: (i) Section 9.1(d) of the Merger Agreement (a “Working Capital Claim”); (ii) Section 12.6 of the Merger Agreement (each an “Expense Claim”); or (iii) Article X of the Merger Agreement (each an “Indemnity Claim”); provided, however, that any such claim pursuant to clause (ii) or (iii) shall be made on or prior to 5:00 p.m. Central Time on [first Business Day that is 18 months after the Closing Date].
(b) A Claim shall be initiated by RAM giving written notice of such Claim (a “Notice”) within the time periods specified in Section 3(a) to the Representative and to the Escrow Agent specifying (i) the nature of the Claim (whether a Working Capital Claim, an Expense Claim or an Indemnity Claim), (ii) the basis for such Claim, in reasonable detail, together with any invoices or other documentary evidence in support of such Claim, (iii) the amount of such Claim, estimated in good faith, and (iv) with respect to each Indemnity Claim (A) the covenant, representation, warranty, agreement, undertaking or obligation contained in the Merger Agreement which RAM asserts has been breached or otherwise entitles RAM to indemnification, (B) whether the Indemnity Claim results from a Third Party Claim, and (C) whether any portion of such claim is reasonably likely to be covered by insurance policy (in which event the provisions of Section 10.6 of the Merger Agreement shall be applicable with respect to such Claim). Each Claim described in a Notice shall constitute a “Pending Claim” until such time as RAM and the Representative deliver to the Escrow Agent a Joint Notice advising the Escrow Agent of the final disposition of such Claim. RAM and the Representative shall cooperate in good faith in promptly delivering a Joint Notice describing the disposition of each Pending Claim promptly after such disposition occurs. If at any time after a Claim is initiated, RAM determines in good faith that the amount of such Claim as estimated in the Notice is greater than or less than the amount RAM reasonably believes will be necessary to dispose of such Claim, RAM (y) may (in the event the estimated amount of the Claim as set out in the Notice is believed to be significantly understated), or (z) shall promptly (in the event the estimated amount of the Claim as set out in the Notice is believed to be significantly overstated or payment is received under an insurance policy with respect to such...
Claims Against the Escrow Fund. Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of an Officer's Certificate, the Escrow Agent shall, subject to the provision of Section 7.3(e) hereof, deliver to Parent out of the Escrow Fund as promptly as possible, cash 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 7.3(a) hereof; and (D) specifying the amount of cash to be delivered to Parent.
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:
(a) stating that Parent has a Loss and that Parent is entitled to indemnification out of the Escrow Fund pursuant to this Escrow Agreement and the Agreement and Plan of Merger; and
(b) specifying in reasonable detail (i) the amount of the Loss; (ii) the individual items of Losses included in the amount so stated; (iii) the basis for the Loss and (iv) the section of the Agreement and Plan of Merger (or such other applicable instrument contemplated thereby) to which such claim relates;
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. Claims against the Escrow Fund (as defined below) shall be the primary but not the sole remedy against the Principal Shareholder for indemnity obligations under this Agreement. Except in the case of fraud or willful breaches ("Fraudulent Breaches"), claims for indemnity shall be made on or before the 30th day following the two year anniversary of the Closing Date. Amounts of IEC Common Stock received out of escrow will be valued as of the time that the claim is made, with such fair market value being determined in good faith by the Board of Directors of IEC. Except in the case of Fraudulent Breaches, claims for indemnity shall be limited to $150,000 in the aggregate.
Claims Against the Escrow Fund. (a) Concurrently with the delivery of a Claim Notice or an Indemnity Notice to the Shareholders’ Agent, on behalf of the Indemnifying Party, AsiaInfo will deliver to the Escrow Agent a certificate in substantially the form of Annex II attached hereto (a “Certificate of Instruction”). No Certificate of Instruction may be delivered by AsiaInfo after the close of business on the Business Day (as defined below) immediately preceding the Termination Date. The Escrow Agent shall give written notice to the Shareholders’ Agent 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. “Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions located in Hong Kong, in the city of Beijing in the PRC, or in the State of New York are authorized or required by law or other governmental action to close.
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.
