Claims Upon Escrow Sample Clauses

Claims Upon Escrow. At any time on or before the last day of the Escrow Period, Acquirer may deliver to the Company a certificate signed by any officer of Acquirer in good faith (an "Officer's Certificate"): (A) stating that Acquirer or another Acquirer Indemnitee has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses and the amount thereof, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty, agreement or covenant to which such item is related and the relevant section number of this Agreement, and, subject to the provisions of Section 6.2(d), receive from the Escrow Fund, cash in an amount equal to such Losses. Where the basis for a claim upon the Escrow Fund by Acquirer is that Acquirer reasonably anticipates that it will incur or pay a Loss (a "Contingent Loss"), no payment will be made from the Escrow Fund for such Contingent Loss unless and until such Contingent Loss is actually incurred or paid and a further Officer's Certificate with respect thereto is delivered to the Company; provided, however, that the amount of such Contingent Loss shall not be released from the Escrow Fund unless and until such Contingent Loss is incurred or paid or it is conclusively determined that no actual Loss will be incurred or paid with regard thereto.
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Claims Upon Escrow. Upon simultaneous delivery to the Shareholders’ Representative and to the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of the Parent (an “Officer’s Certificate”): (i) stating that Damages exist in an aggregate amount greater than $50,000; and (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation or breach of representation, warranty, covenant or agreement made by the Company or the Shareholders under this Agreement, the Escrow Agent shall, subject to the provisions of Sections 9.09 and 9.10 hereof, remove for the benefit of the Parent, or the benefit of the other Indemnified Persons, a portion of the Indemnity Escrow Fund having a value equal to such Damages in accordance with the Escrow Agreement. The per share value of the Escrow Shares shall be deemed to be the Closing Price.
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Claims Upon Escrow. Upon delivery to the Shareholders on or before the last day of the Escrow Period of a certificate signed by any officer of the Purchaser (an "OFFICER'S CERTIFICATE"): (i) stating that Damages exist in an aggregate amount greater than $25,000; and (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation or breach of representation, warranty, covenant or agreement made by the Company or the Shareholders under this Agreement. The Escrow Agent shall, subject to the provisions of Sections 8.09 and 8.10 hereof, remove for the benefit of the Purchaser, or the benefit of the other Indemnified Persons, a portion of the Escrow Fund having a value equal to such Damages in accordance with the Escrow Agreement. The value of the Escrow Shares shall be determined at the time of such release based on the average closing sale price on the Nasdaq National Market of a share of Purchaser Common Stock as reported in The Wall Street Journal or, if not available, such other authoritative publication as may be reasonably selected by the Purchaser, for the ten consecutive trading days ending on and including the last trading date immediately preceding such date of release.
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Claims Upon Escrow. 41 Section 6.7. Notification of Claims................................................................................41 Section 6.8. Additional Indemnification Provisions ......................................................42 Section 6.9. Tax Treatment of Indemnity Payments ......................................................43
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Claims Upon Escrow. (A) Upon delivery to Parent on or before (i) the last day of the Escrow Period or (ii) thirty (30) days following the discovery of an event or events giving rise to Damages in an aggregate amount greater than $50,000 (provided however, that once the aggegate amount of claims exceeds $50,000, than the Indemnified Person will have the right to recover the full amounts due without regard to the threshold up to an aggregate amount of $250,000), whichever is earlier, of a certificate signed by any officer of Buyer (an "CLAIM NOTICE") specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation or breach of representation, warranty, covenant or agreement made by Company or Parent under this Agreement, the Escrow Agent (as defined in the Escrow Agreement) shall, subject to the provisions of Sections 7.6 and 9.13 hereof, remove for the benefit of Buyer, or the benefit of the other Indemnified Persons, a portion of the Escrow Fund equal to such Damages in accordance with the Escrow Agreement. Notwithstanding any other provision of this Agreement, any material delay in delivery to Parent of an Claim Notice in the manner prescribed herein shall constitute full waiver and release, with prejudice, by Buyer Indemnitees' to any and all remedies otherwise arising from or relating to the matters for which relief is sought.
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Claims Upon Escrow. Upon delivery to the Shareholders on or before the last day of the Escrow Period of a certificate signed by any officer of the Purchaser (an "OFFICER'S CERTIFICATE"): (i) stating that Damages exist in an aggregate amount greater than $200,000; and (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation or breach of representation, warranty, covenant or agreement made by the Company or the Shareholders under this Agreement, the Escrow Agent (as defined in the Escrow Agreement) shall, subject to the provisions of Sections 8.09 and 8.10 hereof, remove for the benefit of the Purchaser, or the benefit of the other Indemnified Persons, a portion of the Escrow Fund having a value equal to such Damages in accordance with the Escrow Agreement. The value of the Escrow Shares shall be deemed to be seven dollars ($7.00) per share, with appropriate adjustment to take into account any stock split, reverse stock split, stock dividend, recapitalization or other similar capital adjustment with respect to Purchaser Common Stock
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Claims Upon Escrow. The Buyer may make an indemnification claim pursuant to Section 8.2(a) by delivering at any time prior to the first (1st) anniversary of the Closing Date (the “Release Date”) to the Representative, a certificate signed by an officer of the Buyer (the “Indemnification Escrow Notice”) identifying and describing in reasonable detail each such claim for indemnification together with Buyer’s good faith estimate of the maximum indemnification amount for each such claim(s).
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Claims Upon Escrow 
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Related to Claims Upon Escrow

  • Claims Upon Escrow Fund (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer (an "Officer's Certificate"): (A) stating that Buyer has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid 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, the Escrow Agent shall deliver to Buyer out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6, shares of Buyer Common Stock held in the Escrow Fund with a value equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (b) For the purposes of determining the number of shares of Buyer Common Stock to be delivered to Buyer out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof, the shares of Buyer Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split).

  • Withdrawals upon Termination 27.4.1 Notwithstanding anything to the contrary contained in this Agreement, all amounts standing to the credit of the Escrow Account shall, upon Termination, be appropriated in the following order: (a) all taxes due and payable by the Concessionaire for and in respect of the Project; (b) 55% (fifty five per cent) of Debt Due excluding Subordinated Debt; (c) outstanding Annual Concession Fee; (d) all payments and Damages certified by the Authority as due and payable to it by the Concessionaire; (e) incurred or accrued O&M Expenses; (f) retention and payments relating to the liability for defects and deficiencies set forth in Article 35; (g) outstanding Debt Service including the balance of Debt Due; (h) outstanding Subordinated Debt; (i) any other payments required to be made under this Agreement; and (j) balance, if any, in accordance with the instructions of the Concessionaire: Provided that no appropriations shall be made under Sub-clause (j) of this Clause 27.4.1 until a Vesting Certificate has been issued by the Authority under the provisions of Clause 34.4. 27.4.2 The provisions of this Article 27 and the instructions contained in the Escrow Agreement shall remain in full force and effect until the obligations set forth in Clause 27.4.1 have been discharged.

  • Deliveries Upon Termination Upon termination of this Agreement, ALPS agrees to cooperate in the orderly transfer of distribution duties and shall deliver to the Fund or as otherwise directed by the Fund (at the expense of the Fund) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder. In the event ALPS gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided that the Fund uses all reasonable commercial efforts to appoint such replacement on a timely basis.

  • Liabilities Upon Termination If this Agreement is terminated for any reason other than those set forth in Section 12.01 or is breached, nothing contained herein shall be construed to limit Seller’s or Buyer’s legal or equitable remedies including, without limitation, damages for the breach or failure of any representation, warranty, covenant or agreement contained herein and the right to enforce specific performance of this Agreement.

  • Payment Over of Proceeds Upon Dissolution, Etc In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Proceeding”) the holders of Senior Debt of the Company shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of the Company, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the Company, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest on the Securities or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions, other than the payment or distribution of stock or securities of the Company referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Securities Payment”), and to that end the holders of Senior Debt of the Company shall be entitled to receive, for application to the payment thereof, any Securities Payment which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Securities Payment before all Senior Debt of the Company is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the Company, and if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt of the Company remaining unpaid, to the extent necessary to pay all Senior Debt of the Company in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of the Company. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of the Company to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other disposition such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.

  • Company Obligations upon Termination Upon termination of Executive’s employment pursuant to any of the circumstances listed in this Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any expense reimbursements owed to Executive pursuant to Section 2(e); and (iii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy shall be to receive the payments and benefits described in this Section 3(c) or Section 4, as applicable.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Order of Payment of Liabilities Upon Dissolution After determining that all debts and liabilities of the Company, including all contingent, conditional or unmatured liabilities of the Company, in the process of winding-up, including, without limitation, debts and liabilities to the Member in the event it is a creditor of the Company to the extent otherwise permitted by law, have been paid or adequately provided for, the remaining assets shall be distributed in cash or in kind to the Member.

  • Escrow Fund Prior to any amount being distributed to any Company Holder pursuant to Section 2.6, the Escrow Fund will be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fund.

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