Claims Upon the Escrow Fund Sample Clauses

Claims Upon the Escrow Fund. Subject to the provisions of this Article VI, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), other than in respect of a Third Party Claim, shall provide written notice to the Party or Parties liable for such indemnification (the “Indemnifying Party”) and the Escrow Agent, specifying in reasonable detail the individual items of Losses for which indemnification is being sought, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty or claim to which such item or category is related (the “Indemnity Notice”). The Indemnity Notice shall be delivered by the Indemnified Party to the Indemnifying Party and the Escrow Agent on or before the last day of the Escrow Period. If the Indemnifying Party, within a period of ten (10) days after the giving of the Indemnity Notice, shall not give written notice to the Indemnified Party and the Escrow Agent announcing its intention to contest such assertion of the Indemnified Party, such assertion of the Indemnified Party shall be deemed accepted and the amount of the Losses shall be deemed established. If, however, the Indemnifying Party contests the assertion of the Losses, within the 10-day period, the Indemnified Party shall have the right to bring suit to resolve the contested assertion. The Indemnified Party and the Indemnifying Party may agree in writing, at any time, as to the existence and the amount of the Losses, and upon the execution of such agreement, such Losses shall be deemed established.
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Claims Upon the Escrow Fund. Upon receipt by the Escrow Agent of a certificate from the Company, stating that (1) the 2007 Target or 2008 Target, as the case may be, has not been met, and (2) the number of Escrow Shares to be delivered to the Investors pursuant to Section 6.15.3 or 6.15 .4, as the case may be of the Securities Purchase Agreement, the Escrow Agent shall deliver to the Investors out of the Escrow Fund, as promptly as practicable, in the manner and in the number of Escrow Shares as specified by the Company. The Escrow Agent shall not be required to determine or calculate the number of shares to be issued and shall not be obligated to issue Escrowed Shares, but rather will only deliver the Escrow Shares as instructed in the certificate from the Company to the Escrow Agent. In the event that the Escrow Agent receives a certificate from the Company, the Escrow Agent shall deliver to the Company such number of Escrow Shares as specified by the Company in the certificate
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Claims Upon the Escrow Fund. 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 IEC (an "Officer's Certificate"): (A) stating that IEC has paid or properly accrued or 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 misrepresentations, breach of warranty or covenant to which such items is related, the Escrow Agent shall, subject to the provisions of the Escrow Instructions, deliver to IEC out of the Escrow Fund as promptly as practicable (subject to Section 5 hereof), such number of shares of IEC Common Stock held in the Escrow Fund with a value equal to such Losses. For the purposes of determining the number of shares of IEC Common Stock to be delivered to IEC out of the Escrow Fund, the shares of IEC Common Stock shall be valued at the fair market value as determined in good faith by the IEC Board of Directors.
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Claims Upon the Escrow Fund. (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate of PhotoLoft (an "Officer's Certificate") 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, the nature of the Indemnifiable Item to which such item is related, the Escrow Agent shall, subject to the provisions of Section 10.4 hereof, deliver to PhotoLoft out of the Escrow Fund, as promptly as practicable, PhotoLoft Stock or other assets held in the Escrow Fund having a value equal to such Damages. The Shareholders' Agent may elect to pay cash in lieu of any Escrow Shares, up to the full amount of the Damages. At such election and upon payment of cash amounts by the Shareholders for any portion of the Damages, the number of Escrow Shares (valued as set forth in Section 10.3(b) below) equal to the cash amounts paid by the Shareholders shall be released from escrow.
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Claims Upon the Escrow Fund. Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by an executive officer of SportsLine (an "Officer's Certificate"): (i) stating that SportsLine or another Indemnified Person is entitled to Damages and (ii) specifying in reasonable detail the amount of such Damages (or an estimate thereof, in each case to the extent known or determinable at such time), 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, breach or claim to which such item is related, the Escrow Agent shall, subject to the provisions of this Article XII, deliver to SportsLine out of the Escrow Fund, as promptly as practicable, Escrow Shares and/or Escrow Cash (at SportsLine's election) having a value equal to such Damages. For the purpose of compensating SportsLine or an Indemnified Person for its Damages pursuant to this Agreement, the Escrow Shares shall be valued at the Reference Price (in accordance with clause (i) of the definition thereof). To the extent the Escrow Fund is insufficient to satisfy any indemnification claims, the amount of the claim shall be deducted from any unpaid installment of the Earn Out to be paid to the Shareholders pursuant to Section 3.3 and shall be delivered to the Escrow Agent and held in escrow under the provisions of this Agreement and the Escrow Agreement (or under a similar arrangement with another escrow agent) and SportsLine shall have no obligation to pay such amount to the Shareholders as Merger Consideration pending resolution of such claim under the provisions hereof and the Escrow Agreement (or such other arrangement).
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Claims Upon the Escrow Fund. Subject to the limitations set forth in this Article 6, including without limitation, Section 6.2(a), at any time on or before the Escrow Release Date, Acquirer may deliver to the Securityholder Representative and Escrow Agent a certificate signed by any officer of Acquirer in good faith (an “Officer’s Certificate”): (A) stating that Acquirer or Acquirer Indemnitee has paid, incurred, can claim or reasonably anticipates that it will have to pay or incur Losses and the amount thereof (the “Claimed Amount”), and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated and the nature of the misrepresentation, breach of warranty, agreement, covenant or other indemnifiable Loss to which such item is related and the relevant section number of this Agreement, and, subject to the provisions of Section 6.2(d), the Escrow Agent shall deliver to Acquirer out of the Escrow Amount, cash held in the Escrow Fund in an amount equal to such Losses and if such amount exceeds the available Escrow Amount, Acquirer may pursue its rights and remedies against the Company Securityholders subject to the limitations of Section 6.2(a). 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”), (i) 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 Escrow Agent and the Securityholder Representative, and (ii) the amount of the Contingent Loss will not be released to the Company Shareholders until it is conclusively determined that no actual Loss will be incurred or paid with regard thereto. The Securityholder Representative shall have twenty (20) Business Days after receipt of an Officer’s Certificate to deliver to Acquirer and Escrow Agent a certificate (an “Objection Certificate”), pursuant to which the Securityholder Representative shall agree that Acquirer is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”), or contest that Acquirer is entitled to receive any of the Claimed Amount and specify, in reasonable detail, any objections to the claims in the Officer Certificate or the Claimed Amount.
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Claims Upon the Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day of the Indemnification Period of a certificate signed by any officer of AXT (xxe "OFFICER'S Certificate"): (A) stating that AXT xxx paid or properly accrued or 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, subject to the provisions of Section 10.5(d) hereof, deliver to AXT xxx of the Escrow Fund, as promptly as practicable, shares of AXT Xxxmon Stock and AXT Xxxferred Stock held in the Escrow Fund in an amount equal to any Losses incurred or accrued by AXT, xxlued as provided in Section 10(c).
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Claims Upon the Escrow Fund. Parent shall notify the Escrow Agent in writing ("Officers Certificate"), with a copy to Rohan, that Parent has exercised its rights to indemnification against all or a portion of the Escrow Fund in accordance with Section 9.3
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Related to Claims Upon the Escrow Fund

  • Escrow Fund In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

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