Common use of Delivery of Escrowed Funds Clause in Contracts

Delivery of Escrowed Funds. Subject to the terms set forth in ARTICLE XII of the Purchase Agreement, if at any xxxx Xxxxxx or Buyer shall claim that it is entitled to payment of all or a portion of the Escrowed Funds pursuant to the terms set forth in the Purchase Agreement (a "Right of Payment"), such party shall give notice of such Right of Payment (the "Notice of Payment") to the other party and the Escrow Agent. The Notice of Payment shall be an affidavit describing the event or circumstances giving rise to the Right of Payment, specifying the amount of the Escrowed Funds requested and certifying that the Notice of Payment is being submitted in good faith. If Escrow Agent shall have received a Notice of Payment, Escrow Agent shall promptly deliver a copy thereof to the other party hereto. Within fifteen (15) business days ("Dispute Period") after delivery by Escrow Agent of a copy of such Notice of Payment to such other party, such other party may deliver to Escrow Agent a written notice (the "Notice of Dispute") disputing the request for payment of Escrowed Funds stated in the Notice of Payment. The Notice of Dispute shall be an affidavit specifying the amount being disputed (the "Disputed Amount"), describing in reasonable detail the reasons for such dispute and certifying that the Notice of Dispute is being submitted in good faith. If Escrow Agent has not received a Notice of Dispute prior to the expiration of Dispute Period referred to above, then Escrow Agent shall immediately pay to such requesting party, by check or wire transfer of immediately available funds, the full amount of the Escrowed Funds requested in the Notice of Payment. If Escrow Agent has received a Notice of Payment during the Dispute Period which disputes in part the request for payment of Escrowed Funds stated in the Notice of Payment, then Escrow Agent shall, following receipt of such notice of claim, immediately pay to such requesting party, by check or wire transfer of immediately available funds, the amount, if any, of Escrowed Funds requested in the Notice of Payment which is in excess of the Disputed Amount. If Escrow Agent receives a Notice of Dispute, Escrow Agent shall promptly deliver a copy of the Notice of Dispute to the other party hereto, and shall not deliver all or the portion of the requested amount of Escrowed Funds set forth in the Notice of Payment constituting the Disputed Amount until Escrow Agent shall have received one of the following:

Delivery of Escrowed Funds. Subject to the terms set forth in ARTICLE XII XIII of the Purchase Agreement, if at any xxxx Xxxxxx or time Buyer shall claim that it is entitled to payment of all or a portion of the Escrowed Funds pursuant to the terms set forth in the Purchase Agreement (as a "Right result of Payment")any Covered Claim, such party Buyer shall give notice of such Right of Payment Covered Claim (the "Notice of PaymentClaim") to the other party Seller and the Escrow Agent. The Notice of Payment Claim shall be an affidavit describing the event or circumstances giving rise to the Right of PaymentCovered Claim, specifying the amount of the Escrowed Funds requested and certifying that the Notice of Payment Claim is being submitted in good faith. If Escrow Agent shall have received a Notice of PaymentClaim from Buyer, Escrow Agent shall promptly deliver a copy thereof to the other party heretoSeller. Within fifteen (15) business days ("Dispute Period") after delivery by Escrow Agent of a copy of such Notice of Payment Claim to such other partySeller, such other party Seller may deliver to Escrow Agent a written notice (the "Notice of Dispute") disputing the request for payment of Escrowed Funds stated in the Notice of PaymentClaim. The Notice of Dispute shall be an affidavit specifying the amount being disputed (the "Disputed Amount"), describing in reasonable detail the reasons for such dispute and certifying that the Notice of Dispute is being submitted in good faith. If Escrow Agent has not received a Notice of Dispute prior to the expiration of Dispute Period referred to above, then Escrow Agent shall immediately pay to such requesting partyBuyer, by check or wire transfer of immediately available funds, the full amount of the Escrowed Funds requested in the Notice of PaymentClaim. If Escrow Agent has received a Notice of Payment Dispute during the Dispute Period which disputes in part the request for payment of Escrowed Funds stated in the Notice of PaymentClaim, then Escrow Agent shall, following receipt of such notice of claim, immediately pay to such requesting partyBuyer, by check or wire transfer of immediately available funds, the amount, if any, of Escrowed Funds requested in the Notice of Payment Claim which is in excess of the Disputed Amount. If Escrow Agent receives a Notice of DisputeDispute from Seller, Escrow Agent shall promptly deliver a copy of the Notice of Dispute to the other party heretoBuyer, and shall not deliver all or the portion of the requested amount of Escrowed Funds set forth in the Notice of Payment Claim constituting the Disputed Amount until Escrow Agent shall have received one of the following:

Delivery of Escrowed Funds. Subject to the terms set forth in ARTICLE XII XIII of the Purchase Agreement, if at any xxxx Xxxxxx time Buyer (or a Buyer Indemnified Party) shall claim that it is entitled to payment of all or a portion of the Escrowed Funds pursuant to the terms set forth in the Purchase Agreement (as a "Right result of Payment")any Covered Claim, such party Buyer shall give notice of such Right of Payment Covered Claim (the "Notice of PaymentClaim") to the other party Seller and the Escrow Agent. The Notice of Payment Claim shall be an affidavit describing the event or circumstances giving rise to the Right of PaymentCovered Claim, specifying the amount of the Escrowed Funds requested and certifying that the Notice of Payment Claim is being submitted in good faith. If Escrow Agent shall have received a Notice of PaymentClaim from Buyer, Escrow Agent shall promptly deliver a copy thereof to the other party heretoSeller. Within fifteen (15) business days ("Dispute Period") after delivery by Escrow Agent of a copy of such Notice of Payment Claim to such other partySeller, such other party Seller may deliver to Escrow Agent a written notice (the "Notice of Dispute") disputing the request for payment of Escrowed Funds stated in the Notice of PaymentClaim. The Notice of Dispute shall be an affidavit specifying the amount being disputed (the "Disputed Amount"), describing in reasonable detail the reasons for such dispute and certifying that the Notice of Dispute is being submitted in good faith. If Escrow Agent has not received a Notice of Dispute prior to the expiration of Dispute Period referred to above, then Escrow Agent shall immediately pay to such requesting partyBuyer, by check or wire transfer of immediately available funds, the full amount of the Escrowed Funds requested in the Notice of PaymentClaim. If Escrow Agent has received a Notice of Payment Dispute during the Dispute Period which disputes in part the request for payment of Escrowed Funds stated in the Notice of PaymentClaim, then Escrow Agent shall, following receipt of such notice of claim, immediately pay to such requesting partyBuyer, by check or wire transfer of immediately available funds, the amount, if any, of Escrowed Funds requested in the Notice of Payment Claim which is in excess of the Disputed Amount. If Escrow Agent receives a Notice of DisputeDispute from Seller, Escrow Agent shall promptly deliver a copy of the Notice of Dispute to the other party heretoBuyer, and shall not deliver all or the portion of the requested amount of Escrowed Funds set forth in the Notice of Payment Claim constituting the Disputed Amount until Escrow Agent shall have received one of the following: