Claims Upon Escrow Account. At any time on or before the last day of the Escrow Period, if a Triggering Event (as defined in Section 8.3 of the Reorganization Agreement) has occurred, the Company shall deliver to the Escrow Agent a certificate signed by an officer of the Company (a "Payment Certificate") stating that a Triggering Event has occurred. Subject to the provisions of Section 5 hereof, the Escrow Agent shall (i) deliver the Loan Amount in cash to the Company and (ii) (A) date the Note as of the date of the Payment Certificate and (B) deliver the originally executed Note and Accrued Interest to Parent. In no event shall the Escrow Agent release the originally executed Note to Parent without releasing the Loan Amount in cash to the Company, or vice versa. 5.
Claims Upon Escrow Account. Subject to the provisions of this Section 8.4, the Parent or the Purchaser may make claims upon the Escrow Account by delivering to the Escrow Agent and the Seller Representative on or before the last day of the Escrow Period a notice signed by a representative of Parent or Purchaser (a “Parent Notice”) specifying in reasonable detail the individual items of Damages for which indemnification is being sought.
Claims Upon Escrow Account. Subject to the provisions of this Section 8.4, the Parent or Subco may make claims upon the Escrow Account by delivering to the Escrow Agent at any time on or before the last day of the Escrow Period a notice signed by a representative of Parent or Subco (a “Parent Notice”) specifying in reasonable detail the individual items of Damages for which indemnification is being sought. Thirty (30) calendar days after receipt by the Escrow Agent of a Parent Notice, the Escrow Agent shall deliver to Parent, the number of shares of Parent Common Stock held in the Escrow Account having a Current Value equal to such Damages. Parent shall, concurrent with the sending of any Parent Notice to the Escrow Agent, provide a copy of such Parent Notice to the Amorcyte Representative. Any payments made to an Indemnified Person pursuant to this Article VIII or the Escrow Agreement shall be treated as an adjustment to the total consideration being paid hereunder for Tax purposes.
Claims Upon Escrow Account. 81 Section 10.5 Objections to Claims; Resolution of Conflicts.......... 82 Section 10.6
Claims Upon Escrow Account. In the event that an Indemnified Person seeks to exercise its rights to obtain indemnification for Damages pursuant to the terms of Section 10.1(a) hereto, Parent shall deliver to the Shareholders' Agent and the Escrow Agent on or before the last day of the Indemnification Period a certificate signed by any officer of Parent (an "Officer's Certificate") specifying in reasonable detail the nature of the claim for which indemnification is being sought and the amount of Damages.
Claims Upon Escrow Account. In accordance with the terms of the Escrow Agreement, upon receipt by the Escrow Agent at any time on or before the Escrow Termination Date or the Special Escrow Termination Date, as the case may be, of a certificate signed by any officer of Buyer: (i) stating that Buyer has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Indemnified Losses subject to indemnification from the General Escrow Fund or the Special Escrow Fund, and (ii) specifying in reasonable detail the individual items of Indemnified Losses included in the amount so stated, the Escrow Agent shall, subject to the provisions of Section 7.5(c), be directed to distribute to Buyer from the applicable Escrow Account as promptly as practicable, funds in an amount equal to such Indemnified Losses.
Claims Upon Escrow Account. (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 PC- TEL (an "Officer's Certificate") (1) stating that PC-TEL or the Surviving --------------------- Corporation has paid or properly accrued or reasonably anticipates that it will have to pay Losses pursuant to Claims made during the Escrow Period in an aggregate stated amount to which PC-TEL or the Surviving Corporation is entitled to indemnity pursuant to this Agreement, and (2) 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 claim to which such item is related, the Escrow Agent shall deliver to PC-TEL out of the Escrow Account, as promptly as practicable, an amount equal to the lesser of: (a) the number of the Escrow Shares (in whole shares) that have an aggregate market value, based on the average closing prices of PC-TEL's Common Stock as quoted on the National Association of Securities Dealers Automated Quotation System National Market for the five (5) consecutive trading days prior to the expiration of the thirty (30) day period after delivery of the Officer's Certificate to the Escrow Agent; provided, however, that in the event the Escrow -------- ------- Agent receives written authorization from the Shareholders to make delivery out of the Escrow Account prior to the expiration of such thirty (30) day period, the aggregate market value shall be based on the average closing prices of PC- TEL's Common Stock as quoted on the National Association of Securities Dealers Automated Quotation System National Market for the five (5) consecutive trading days prior to the date of receipt by the Escrow Agent of such written authorization from the Shareholders, most nearly equal to the amount of the Losses, or (b) all of the Escrow Shares; provided, however, that (i) with ----------------- respect to Losses resulting from events set forth in Section 7.2(a)(i) and (ii), the aggregate number of Escrow Shares that may be delivered to PC-TEL pursuant to this Section 7.2(b)(iii) shall be no greater than fifty percent (50%) of the Escrow Shares and (ii) with respect to Losses resulting from events set forth in Section 7.2(a)(iii), the aggregate number of Escrow Shares that may be delivered to PC-TEL pursuant to this Section ...
Claims Upon Escrow Account. In accordance with the terms of the Escrow Agreement, upon receipt by the Escrow Agent at any time on or before the Escrow Termination Date of a certificate signed by any officer of Buyer (an “Officer’s Certificate”): (i) stating that Buyer has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Indemnified Losses subject to indemnification by the Shareholders, and (ii) specifying in reasonable detail the individual items of Indemnified 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 misrepresentations, breach of warranty or covenant to which such items are related, the Escrow Agent shall, subject to the provisions of Section 7.5(c), be directed to distribute to Buyer from the Escrow Account as promptly as practicable, funds in an amount equal to such Indemnified Losses.
Claims Upon Escrow Account. (a) If XCarx.xxx xxxivers a written notice to Seller and the Escrow Agent (a "XCARX.XXX XXXIM NOTICE") (1) stating that XCarx.xxx xx entitled to a disbursement out of the Escrow Account based on any of the following: (x) a Loss for which XCarx.xxx xx entitled to indemnification pursuant to the Purchase Agreement, specifying the amount of such claimed Loss and, in reasonable detail, the date such Loss was paid or incurred or otherwise arose and the nature of the misrepresentation or breach to which such Loss is related, (y) termination of Seller's employment with XCarx.xxx xxx Cause (as defined in the Employment Agreement); or (z) Seller's voluntary termination of his employment with XCarx.xxx xxxhout Good Reason (as defined in the Employment Agreement); and (2) specifying the delivery instructions to be followed by Escrow Agent in paying out such claim (including without limitation any applicable wire transfer instructions of the payee or address to where a check should be sent), and within 30 days after delivery of the XCarx.xxx Xxxim Notice to the Escrow Agent, the Escrow Agent does not receive a written notice (a "SELLER OBJECTION NOTICE") from Seller challenging XCarx.xxx'x xntitlement to the XCarx.xxx Xxxbursement Amount (as defined below), the Escrow Agent shall deliver to XCarx.xxx xxxm the Escrow Account, an amount equal to the XCarx.xxx Xxxbursement Amount. In the event that a Seller Objection Notice is delivered within such 30 day period, the provisions of Section 7(c) of this Agreement shall apply. "
Claims Upon Escrow Account. In the event that a Parent Indemnified Party delivers a Notice of Claim, it shall deliver such Notice of Claim to the Escrow Agent. Thirty (30) calendar days after receipt by the Escrow Agent and CSC Representative of a Notice of Claim (the “Claim Payment Date”), the Escrow Agent shall deliver to Parent from the Escrow Amount shares of Parent Common Stock (valued at $7.13 per share) equal to such Damages, unless the CSC Representative has previously delivered to the Escrow Agent and Parent Indemnified Party a Notice of Objection in respect of such Notice of Claim.
