Claims Against the Indemnity Escrow Funds Sample Clauses

Claims Against the Indemnity Escrow Funds. The Purchasers shall have the right to notify the Indemnity Escrow Agent of any claim for indemnification made by any Purchaser Indemnitee pursuant to this Section 10.6. Promptly following the final determination in accordance with this Article 10 of any claim for indemnification made by any Purchaser Indemnitee pursuant to this Section 10.6, upon request by the Purchasers, the Vendors’ Representative shall execute and deliver a certificate requesting the Indemnity Escrow Agent to deliver by wire transfer to an account designated by Stericycle immediately available funds in the amount of such claim as finally determined in accordance with this Article 10 (not to exceed the Indemnity Escrowed Funds). The right to receive such distributions from the Indemnity Escrowed Funds shall be the sole and exclusive source for indemnification of the Purchaser Indemnitees under Section 10.2(1)(a) or Section 10.2(1)(b); provided, however, that the foregoing shall not apply to any claims of, or causes of action arising out of, involving or otherwise in respect of: (i) any breach of any of the Vendor Group Fundamental Reps; (ii) any breach of any of the Vendors’ covenants required to be performed post-Closing; (iii) any breach of the Tax Reps; or (iv) any intentional or willful breach, or fraud. On the first anniversary of the Closing Date (the “Termination Date”), the Indemnity Escrow Agent shall deliver to Vendors all the Indemnity Escrowed Funds then held by the Indemnity Escrow Agent by wire transfer to one or more accounts designated by Vendors’ Representative; provided, however, that if prior to the Termination Date Stericycle notifies the Indemnity Escrow Agent in writing that all or a portion of the Indemnity Escrowed Funds is subject to claims for indemnification under this Agreement that have not been finally determined (including any Potential Tax Claim or any potential Third Party Claim referred to in Section 10.5), whether or not such claim has actually been made or threatened against the Indemnified Party) (the “Outstanding Claims”), the amount delivered to the Vendors upon the Termination Date shall be equal to the Indemnity Escrowed Funds then held by the Indemnity Escrow Agent, less the sum of any amounts subject to the Outstanding Claims. If at any time after the Termination Date the amount of the Indemnity Escrowed Funds then held by the Indemnity Escrow Agent exceeds the sum of any amounts subject to the Outstanding Claims, the Vendors’ Representative a...