Common use of Claims on Escrow Fund Clause in Contracts

Claims on Escrow Fund. If, during the term of this Agreement, the Buyer wishes to assert a claim against the Escrow Fund pursuant to the Purchase Agreement, the Buyer shall deliver a notice of claim pursuant to Article 9 of the Purchase Agreement (a "Notice of Claim") to Sellers and Escrow Agent, which Notice of Claim shall state (the amount sought for the Adverse Consequences suffered by the Buyer) and the circumstances in reasonable detail. If (i) Escrow Agent has not received, within 30 days after the receipt by it of such Notice of Claim, a copy of a notice from Sellers that they deny or dispute the claim in whole or in part, as asserted in such Notice of Claim from the Buyer, or (ii) Escrow Agent receives at any time notice from the Sellers that they accept the obligation(s) described in such Notice of Claim from the Buyer (in whole or in part), the Escrow Agent will transfer cash from the Escrow Fund in an amount equal to the Adverse Consequences suffered by the Buyer pursuant to the Notice of Claim which has been accepted by the Sellers or which has not been timely (EXHIBIT "A" PAGE 1 OF 7) 50 disputed or denied. If Escrow Agent has received, within any 30-day period after the receipt of a Notice of Claim, a copy of a notice from the Sellers that they deny or dispute such claim or the amount thereof, Escrow Agent shall disburse the disputed portion of such Notice of Claim only upon the joint written instructions of Buyer and Sellers or a final order from a court of competent jurisdiction.

Claims on Escrow Fund. IfAt any time prior to 5:00 p.m., during Eastern time, on the term of this AgreementBusiness Day prior to [__________ ___], 2016 (the “Escrow Expiration Date”), the Buyer wishes may deliver to assert the Escrow Agent and the Securityholder Representative a notice in substantially the form of Exhibit A making a claim against for payment of a portion of the Escrow Fund pursuant with respect to the Purchase Agreement, any claim for indemnification by the Buyer shall deliver a notice of claim pursuant to Article 9 of under the Purchase Agreement (a "Notice of Claim") to Sellers and Escrow Agent, which Notice of Claim shall state (the amount sought for the Adverse Consequences suffered by the Buyer) and the circumstances in reasonable detail“Claimed Loss”). If (i) The Escrow Agent has not received, within 30 days after shall hold the receipt by it of such Notice of Claim, Claimed Loss until the Escrow Agent receives (A) a joint written instruction from both Parties or (B) a certified copy of a notice from Sellers that they deny final, non-appealable order or dispute the claim in whole or in part, as asserted in such Notice of Claim from the Buyer, or (ii) Escrow Agent receives at any time notice from the Sellers that they accept the obligation(s) described in such Notice of Claim from the Buyer (in whole or in part), the Escrow Agent will transfer cash from the Escrow Fund in an amount equal to the Adverse Consequences suffered ActiveUS 136953958v.3 judgment by the Buyer pursuant to the Notice of Claim which has been accepted by the Sellers or which has not been timely (EXHIBIT "A" PAGE 1 OF 7) 50 disputed or denied. If Escrow Agent has received, within any 30-day period after the receipt of a Notice of Claim, a copy of a notice from the Sellers that they deny or dispute such claim or the amount thereof, Escrow Agent shall disburse the disputed portion of such Notice of Claim only upon the joint written instructions of Buyer and Sellers or a final order from a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Buyer or the Securityholder Representative, along with a written instruction from an Authorized Representative of the instructing Party given to effectuate such order/judgment, that instructs the Escrow Agent as to the disbursement of all or some of the Claimed Loss. The delivery to the Escrow Agent of a court order shall constitute a representation to the Escrow Agent by the Party delivering such order that such order constitutes a final and non-appealable order of a court of competent jurisdiction and that such order complies with the requirements of this Section 6(a) and that the Escrow Agent shall be entitled conclusively to rely upon such delivery and written instruction without any further duty of inquiry and no other Party shall be permitted to object to the Escrow Agent acting upon such delivered order and instructions or otherwise instruct the Escrow Agent contrary to such order or instructions. Notwithstanding anything to the contrary contained in this Section 6, the Escrow Agent may assume that any notice of claim, notice of dispute or other notice of any kind required to be delivered to the Escrow Agent and any other person has been received by such other person on the date it has been received by the Escrow Agent, but the Escrow Agent need not inquire or verify such receipt.

Claims on Escrow Fund. If, during the term of this Agreement, the Buyer wishes to assert a claim against the Escrow Fund pursuant to the Purchase Agreement, the Buyer shall deliver a notice of claim pursuant to Article 9 8 of the Purchase Agreement (a "Notice of Claim") to Sellers Seller, Shareholders, and Escrow Agent, which Notice of Claim shall state (the amount sought for the Adverse Consequences suffered by the Buyer) and the circumstances in reasonable detail. If Seller or Shareholders have not disputed or agreed to the payment of a Notice of Claim within fifteen (15) days after the receipt by them of a Notice of a Claim, Buyer shall deliver an additional copy of the previously delivered Notice of Claim to Seller, Shareholders, and Escrow Agent (the "Duplicate Notice of Claim"). If (i) Escrow Agent has not received, within 30 days after the receipt by it Escrow Agent of such the Notice of Claim or within 15 days after receipt by Escrow Agent of the Duplicate Notice of Claim, whichever occurs later, a copy of a notice from Sellers Seller or Shareholders that they deny or dispute the claim in whole or in part, as asserted in such Notice of Claim or Duplicate Notice of Claim from the Buyer, or (ii) Escrow Agent receives at any time notice from the Sellers Seller and Shareholders that they accept the obligation(s) described in such Notice of Claim or Duplicate Notice of Claim from the Buyer (in whole or in part), the Escrow Agent will transfer cash from the Escrow Fund in an amount equal to the Adverse Consequences suffered by the Buyer pursuant to the Notice of Claim which has been accepted by the Sellers Seller and Shareholders or which has not been timely (EXHIBIT "A" PAGE 1 OF 7) 50 disputed or denied. If Escrow Agent has received, within any 30-day period after the receipt of a Notice of Claimapplicable time periods set forth in this paragraph, a copy of a notice from the Sellers Seller or Shareholders that they deny or dispute such claim or the amount thereof, Escrow Agent shall disburse the disputed portion of such Notice of Claim only upon the joint written instructions of Buyer Buyer, Seller, and Sellers Shareholders or a final order from a court of competent jurisdiction.

Claims on Escrow Fund. If, during (a) Subject to the term terms and conditions of this Agreement, the Buyer wishes to assert a claim against the Escrow Fund pursuant to the Purchase Agreement, the Buyer shall deliver have the right to make one or more Claims on the Escrow Fund by delivering a notice of claim pursuant such Claim (a “Claim Notice”) to Article 9 HKS and the Escrow Agent prior to the Second Release Date. Each Claim Notice shall include Buyer’s good faith estimate of the Purchase Indemnifiable Amount relating to such Claim and shall state what portion of the Indemnity Escrow Amount is requested by Buyer to be released to Buyer in connection with such Claim, which estimate and statement may be amended or modified from time to time by Buyer. Upon receipt of a Claim, the Indemnifiable Amount of such Claim as stated by Buyer shall be deemed frozen and not distributable to HKS under this Agreement until such Claim is finally resolved. (b) HKS shall have a period of thirty (30) calendar days after receipt of a Claim Notice to notify Buyer and Escrow Agent in writing of any good faith dispute as to the validity, amount and/or calculation of the Claim and/or the related Indemnifiable Amount (a "Notice of Claim"“Dispute Notice”). (c) to Sellers and Escrow Agent, which Notice of Claim shall state (the amount sought for the Adverse Consequences suffered by the Buyer) and the circumstances in reasonable detail. If (i) Escrow Agent has HKS does not received, within 30 days after the receipt by it of such Notice of Claim, a copy of a notice from Sellers that they deny or timely dispute the claim in whole Claim or in part, as asserted in such Notice the Indemnifiable Amount of the Claim from the Buyer, or (ii) Escrow Agent receives at any time notice from the Sellers that they accept the obligation(s) described in such Notice of Claim from the Buyer (in whole or in part)by giving a timely Dispute Notice, the Escrow Agent will transfer cash from shall promptly disburse to Buyer the full Indemnifiable Amount of the Claim as stated by Buyer. (d) If HKS gives a timely Dispute Notice with respect to any Claim, upon motion made or action filed by Buyer or HKS, the matter in dispute shall be submitted to a court of competent jurisdiction (or arbitrator if the parties agree to arbitrate the dispute) for final determination and issuance of a Disbursement Order; provided that the Escrow Fund in an amount equal Agent shall disburse to the Adverse Consequences suffered by Buyer any portion of the Buyer pursuant to Indemnifiable Amount of the Notice of Claim which has been accepted by the Sellers or which has not been timely disputed by HKS. (EXHIBIT "A" PAGE 1 OF 7e) 50 In the event that any disputed or denied. If Claim is settled by agreement of the parties prior to issuance of a Disbursement Order, Buyer and HKS shall give the Escrow Agent has received, within any 30-day period after a Joint Disbursement Instruction in accordance with the receipt of a Notice of Claim, a copy of a notice from the Sellers that they deny or dispute such claim or the amount thereof, Escrow Agent shall disburse the disputed portion of such Notice of Claim only agreed upon the joint written instructions of Buyer and Sellers or a final order from a court of competent jurisdictionsettlement.

Claims on Escrow Fund. IfAt any time prior to 5:00 p.m., during Eastern time, on the term of this AgreementBusiness Day prior to [ ]1 (the “Escrow Expiration Date”), the Buyer wishes may deliver to assert the Escrow Agent and the Stockholder Representatives a notice in substantially the form of Exhibit A making a claim against for payment of a portion of the Escrow Fund pursuant with respect to any claim for indemnification by the Buyer under the Merger Agreement (“Claimed Loss”). If the Stockholder Representatives do not object in writing by 5:00 p.m., Eastern time, on the thirtieth (30th) day after the delivery of such notice to the Purchase Agreement, the Buyer shall deliver a notice of claim pursuant to Article 9 of the Purchase Agreement (a "Notice of Claim") to Sellers and Escrow Agent, which Notice then the full amount of Claim the Claimed Loss set forth in such notice shall state be disbursed to the Buyer in accordance with Exhibit A. If the Stockholder Representatives agree in writing to the payment of all or a portion of the Claimed Loss by 5:00 p.m., Eastern time, on the thirtieth (30th) day after the amount sought for delivery of such notice to the Adverse Consequences suffered by Escrow Agent, then the Buyer) and the circumstances in reasonable detail. If Escrow Agent shall (i) disburse to the Buyer the portion (if any) of the Claimed Loss to which the Stockholder Representatives agree (the “Agreed Amount”) in accordance with Exhibit A and (ii) hold the amount of the Claimed Loss less the Agreed Amount until the Escrow Agent has not received, within 30 days after the receipt by it of such Notice of Claim, receives either (A) a joint written instruction from both Parties or (B) a certified copy of a notice from Sellers that they deny final, non-appealable order or dispute the claim in whole or in part, as asserted in such Notice of Claim from the Buyer, or (ii) Escrow Agent receives at any time notice from the Sellers that they accept the obligation(s) described in such Notice of Claim from the Buyer (in whole or in part), the Escrow Agent will transfer cash from the Escrow Fund in an amount equal to the Adverse Consequences suffered judgment by the Buyer pursuant to the Notice of Claim which has been accepted by the Sellers or which has not been timely (EXHIBIT "A" PAGE 1 OF 7) 50 disputed or denied. If Escrow Agent has received, within any 30-day period after the receipt of a Notice of Claim, a copy of a notice from the Sellers that they deny or dispute such claim or the amount thereof, Escrow Agent shall disburse the disputed portion of such Notice of Claim only upon the joint written instructions of Buyer and Sellers or a final order from a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Buyer or the Stockholder Representatives, that instructs the Escrow Agent as to the disbursement of all or some of the Claimed Loss. The delivery to the Escrow Agent of a court order shall constitute a representation to the Escrow Agent by the Party delivering such order that such order constitutes a final and non-appealable order of a court of competent jurisdiction and that such order complies with the requirements of this Section 6(a) and that the Escrow Agent shall be entitled to rely thereon without any further duty of inquiry.