Claims Against the Indemnity Account Sample Clauses

Claims Against the Indemnity Account. The Escrow Agent shall release from the Indemnity Account and disburse the Escrow Funds (and any Earnings on the portion of Escrow Funds disbursed) to Buyer or Seller, as applicable, only as follows: (a) If the Final Net Liabilities (as finally determined pursuant to Section 2.7 of the Asset Purchase Agreement) are greater than $3,660,000, but less than or equal to $3,760,000, the Escrow Agent shall disburse to Buyer the amount by which the Final Net Liabilities exceed $3,660,000 (and any Earnings thereon) (the "Adjustment Amount") upon receipt by the Escrow Agent of a certificate signed by Buyer and Seller (a "Joint Certificate") instructing the Escrow Agent to disburse the Adjustment Amount (and any Earnings thereon) to Buyer; (b) If, prior to the first anniversary of the date of the closing of the transactions contemplated by the Asset Purchase Agreement (the "Closing Date"), any Buyer Indemnitee believes it is entitled to indemnification pursuant to Article VIII of the Asset Purchase Agreement for which it elects, or is required, under the Asset Purchase Agreement to make a claim against the Indemnity Account, Buyer shall deliver an Escrow Claim Notice pursuant to Section 8.7(b)(i) of the Asset Purchase Agreement to the Escrow Agent and Seller. If, by 5:00 p.m., New York time, on the 30th day following receipt by Seller of an Escrow Claim Notice (the "Dispute Period"), neither Buyer nor the Escrow Agent has received a written statement from Seller (a "Dispute Notice") that Seller objects to the Escrow Claim (or the amount of Damages set forth in such Escrow Claim Notice) described in such Escrow Claim Notice, the Escrow Agent shall disburse to Buyer, a portion of the Escrow Funds (and any Earnings thereon) equal to the Damages specified in the Escrow Claim Notice. If, before the expiration of the Dispute Period, the Escrow Agent receives a Dispute Notice, the Escrow Agent shall (1) promptly forward a copy of the Dispute Notice to Buyer, (2) if applicable, disburse to the applicable Buyer Indemnitee a portion of the Escrow Funds (and any Earnings thereon) equal to the amount of Damages that are specifically set forth in such Dispute Notice not to be in dispute, if any and (3) continue to hold in the Indemnity Account an amount equal to any amounts that are being disputed, and the Escrow Agent shall not disburse any such amounts unless, until and only to the extent that the Escrow Agent (i) receives a Joint Certificate regarding the disbursement of funds...
Sample 1
AutoNDA by SimpleDocs

Related to Claims Against the Indemnity Account

  • 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 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 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.

  • 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.

  • 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.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • 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.

  • Claims Against the School District It is understood that the School District's only obligation is to purchase an insurance policy and pay such amounts as agreed to herein and no claim shall be made against the School District as a result of a denial of insurance benefits by an insurance carrier.

  • 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 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!