Common use of Claims Upon Escrow Funds Clause in Contracts

Claims Upon Escrow Funds. Upon receipt by the Escrow Agent at any time on or before the last day of the General Escrow Period of a certificate signed by any officer of FRT (an "Officer's Certificate"): (A) stating that an FRT Indemnified Party has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Damages as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of RedChip contained herein or in any instrument delivered pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, the Escrow Agent shall, subject to the provisions of Section 10.4(f) hereof, deliver to FRT out of the appropriate Escrow Fund(s), as promptly as practicable, shares of FRT Stock and/or cash held in the applicable Escrow Fund in an amount equal to such Damages. For the purposes of determining the number of shares of FRT Stock to be delivered to a FRT Indemnified Party out of an Escrow Fund pursuant to Section 10.4(e), the shares of FRT Stock shall be valued at the closing price of the FRT Stock on the Closing Date as reported on the OTCBB. In the event an Escrow Fund also contains cash, the election to receive cash or FRT Stock shall be made by the FRT Indemnified Party entitled to receive Damages.

Claims Upon Escrow Funds. Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the General Escrow Period or the Tax Escrow Period, as the case may be, of a certificate signed by any officer of FRT Parent (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that an FRT a Parent Indemnified Party has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Damages as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of RedChip the Company contained herein or in any instrument delivered pursuant to this Agreement, a negative Adjustment Amount, or Damages related to the MFT Tax Matters, as the case may be, and (B) specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, the Escrow Depositary Agent shall, subject to the provisions of Section 10.4(f9.4(f) hereof, deliver to FRT Parent out of the appropriate Escrow Fund(s), as promptly as practicable, shares of FRT Parent Stock and/or cash held in the applicable Escrow Fund in an amount equal to such Damages. For the purposes of determining the number of shares of FRT Parent Stock to be delivered to a FRT Parent Indemnified Party out of an Escrow Fund pursuant to Section 10.4(e9.4(e), the shares of FRT Parent Stock shall be valued at the closing price of the FRT Stock on the Closing Date as reported on the OTCBBPrice. In the event an Escrow Fund also contains cash, the election to receive cash or FRT Parent Stock shall be made by the FRT Parent Indemnified Party entitled to receive Damages.

Claims Upon Escrow Funds. Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the General Escrow Period of a certificate signed by any officer of FRT Parent (an "Officer's Certificate"): (A) stating that an FRT a Parent Indemnified Party has paid or properly accrued or reasonably anticipates that it will have to pay or accrue (1) Damages with respect to which such Parent Indemnified Party is entitled to indemnification as a result of provided by Section 10.2(a)(i) or (2) any inaccuracy or breach of any representation, warranty, covenant or agreement of RedChip contained herein or in any instrument delivered pursuant to this AgreementEquity Amount Deficit, and (B) in the case of Damages, specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, the Escrow Depositary Agent shall, subject to the provisions of Section 10.4(f) hereof, deliver to FRT Parent out of the appropriate Escrow Fund(s)Fund, as promptly as practicable, shares of FRT Parent Stock and/or cash held in the applicable Escrow Fund in an amount equal to such DamagesDamages or Equity Amount Deficit, as the case may be. For the purposes of determining the number of shares of FRT Parent Stock to be delivered to a FRT Parent Indemnified Party out of an the Escrow Fund pursuant to Section 10.4(e), the shares of FRT Parent Stock shall be valued at the closing price of the FRT Stock on the Closing Date as reported on the OTCBBAverage Share Price. In the event an that the Escrow Fund also contains cash, the election to receive cash or FRT Parent Stock shall be made by the FRT Parent Indemnified Party entitled to receive DamagesDamages or Equity Amount Deficit, as the case may be.