Delivery After Closing. In the event that, following Closing, Buyer incurs Losses for which Buyer believes it is entitled to indemnification from Sellers in accordance with Article 11, then Buyer shall promptly submit to Sellers a claim for indemnification describing in reasonable detail the nature and, to the extent then reasonably practicable, the extent of the Losses that Buyer believes are indemnifiable by Sellers (an "Indemnification Notice"), and provided that there is no good faith dispute as to the applicability of indemnification for such Losses, Buyer and Sellers promptly shall send a Joint Disbursement Notice to Escrow Agent instructing Escrow Agent to transfer to Buyer, in accordance with such Joint Disbursement Notice, Escrow Funds as necessary to indemnify Buyer for such indemnifiable Losses. If, by the close of business on the last calendar day of the eighteenth month after the Closing Date (or on the next business day if such last calendar day is not a business day) (the "Expiration Date"), Sellers shall not have received an Indemnification Notice from Buyer, then on the business day next following the Expiration Date, Buyer and Sellers shall send a Joint Disbursement Notice to Escrow Agent instructing Escrow Agent to transfer the balance of the Escrow Funds to Sellers in accordance with such Joint Disbursement Notice. If, however, Sellers have received an Indemnification Notice on or prior to the Expiration Date, then Escrow Agent shall retain control over the Escrow Funds until the parties have resolved Buyer's claims for indemnification, whereupon Buyer and Sellers promptly shall send a Joint Disbursement Notice to Escrow Agent instructing Escrow Agent to transfer Escrow Funds to Buyer and/or Sellers in accordance with the parties' resolution of such dispute. The disbursement of the Escrow Funds to Buyer shall not preclude Buyer from exercising any other rights or remedies provided for in this Agreement.
Delivery After Closing. Within 30 days following the date of the ---------------------- Agreement,
Delivery After Closing. In the event that, following Closing, any CPC Indemnified Party incurs Claims for which it believes it is entitled to indemnification from Xxxxxxxxxxx in accordance with this Article 16, then promptly after the CPC Indemnified Party’s submission to Xxxxxxxxxxx of a claim for indemnification describing in reasonable detail the nature and, to the extent then reasonably practicable, the extent of the Claim that such party believes are indemnifiable by Xxxxxxxxxxx (an “Indemnification Notice”), Xxxxxxxxxxx shall promptly transfer to the CPC Indemnified Party such funds as necessary to indemnify the CPC Indemnified Party for the undisputed amount of such indemnifiable Claim.
