Claims Against the Escrow Funds. 2.1.1 From and after the Closing, but subject to the conditions and limitations set forth in this Escrow Agreement and the Stock Purchase Agreement, Purchaser and/or Company, and their respective successors and assigns (collectively, the "Indemnified Parties") shall be entitled to reimbursement out of the Indemnity Escrow Funds for any and all losses, damages, costs, expenses, fines, penalties, settlement payments and expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys' fees and other legal and professional costs and expenses (collectively, "Damages") actually incurred or suffered, and paid to a third party, by an Indemnified Party to the extent resulting from either or both of the Indemnified Liabilities described in section 10.01(a)(iii) and (iv) of the Stock Purchase Agreement [collectively, the "Claims"]; provided, however, Indemnified Parties shall not be entitled to reimbursement out of Indemnity Escrow Funds unless and until Indemnified Parties' Damages exceed $100,000, as more fully provided in Section 10.01(b) of the Stock Purchase Agreement, in which event the Indemnified Parties will be entitled to make a Claim to the extent of such excess. The aggregate of all Claims paid hereunder shall not exceed Three Million Two Hundred Fifty Thousand Dollars ($3,250,000).
2.1.2 In calculating any Damage payable pursuant to Section 2.1.1, any amount payable shall be reduced by the amount of any insurance or third party recoveries of any Indemnified Party less any costs, expenses allocable portions of premiums or taxes incurred in connection therewith.
Claims Against the Escrow Funds. A. At any time and from time to time, during the period from the signing of this Agreement through the final settlement or other disposition of any tax dispute relating to the research tax credits claimed, Atlas, or PTC, on behalf of Atlas, may give to the Escrow Agent and to Prime and Austin one or more notices stating that, pursuant to this Agreement, Atlas is asserting its right to indemnity with respect to an obligation of Prime and Austin hereunder (a "Claim"). Should no objection be made by Prime and Austin within thirty (30) days of any such notice, the Escrow Agent shall release to Atlas that portion of the Escrow Funds claimed by Atlas. In the event that Prime and Austin object to the release of any part of the Escrow Funds by written notice to Atlas, PTC and the Escrow Agent given with such 30-day period, Escrow Agent shall withhold the release of such funds until it receives notice from Atlas, PTC, Prime and Austin of agreement to any release of the Escrow Funds or it receives a certified order from a court of competent jurisdiction directing such release.
Claims Against the Escrow Funds. (a) From and after the Closing, the Purchasers and the Surviving Corporation shall be entitled to assert in accordance with the Escrow Agreement claims against the Escrow Funds in respect of any liabilities, costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages and amounts paid in settlement, including simple interest at 4.5% from the later of the Closing Date or the date that any such liabilities, costs or expenses, judgments, fines, losses, claims, damages or amounts paid in settlement were incurred, of the Purchasers or the Surviving Corporation (collectively, “Damages”) arising from (i) any breach of any representation or warranty of the Company under this Agreement, (ii) the breach by the Company of any covenant, agreement or undertaking to be performed or observed by the Company at or prior to the Closing pursuant to this Agreement, (iii) that certain pending settlement between the Internal Revenue Service and the Company respecting certain allocations of purchase price paid by the Company as described in Schedule 5.11 to the Company Disclosure Schedule to the extent such Damages exceed $58,124, (iv) those certain pending lawsuits between (A) Xxxxxx X. Xxxxxx and the Company, and (B) Clade Enterprises, Inc. and the Company, each as more fully described in Schedule 5.11 of the Company Disclosure Schedule, (v) any noncompliance by the Company prior to the Closing with any franchise disclosure and registration laws, or (vi) that certain administrative claim filed against the Company by Kentucky Labor Cabinet. When no more Escrow Funds are available to pay for claims for Damages asserted by the Purchasers or the Surviving Corporation, the Purchasers and the Surviving Corporation may seek indemnification for such Damages from the Owners but only in accordance with and to the extent provided in the respective Owner Indemnification Agreements executed by the Owners and subject to the limitations and restrictions contained in Sections 7.1 and this Section 7.2 (subject to the exceptions to such limitations and restrictions in this Section 7.2). Notwithstanding any provision to the contrary in this Agreement, in determining the right of the Purchasers or Surviving Corporation to payment of Damages under this Section 7.2(a) based on a breach of any representation or warranty of the Company and in determining the amount of any Damages in connection with such breach or misrepresentation, all qualifications as to mater...
Claims Against the Escrow Funds
