Common use of Distributions from Escrow Fund Clause in Contracts

Distributions from Escrow Fund. In the event that (a) the ------------------------------ Shareholders' Representative shall not have objected to the amount claimed by a Parent Indemnified Party for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Shareholders' Representative shall have delivered notice of their disagreement as to the amount of any indemnification requested by a Parent Indemnified Party and either (i) the Shareholders' Representative and the Parent Indemnified Party shall have, subsequent to the giving of such notice, mutually agreed that a Shareholder is obligated to indemnify the Parent Indemnified Party for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Parent Indemnified Party for indemnification from such Shareholder and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from such Shareholder and the Parent Indemnified Party or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Parent Indemnified Party from the Indemnity Escrow Fund an amount equal to the product of (x) any amount determined to be owed to the Parent Indemnified Party under this Article VIII and (y) the Shareholder Ratio then in effect.

Distributions from Escrow Fund. In the event that (a) the ------------------------------ Shareholders' Seller Representative shall not have objected to the amount claimed by a Parent Indemnified Party Buyer for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Shareholders' Seller Representative shall have has delivered notice of their its disagreement as to the amount of any indemnification requested by a Parent Indemnified Party Buyer and either (i) the Shareholders' Seller Representative (on behalf of the Sellers) and the Parent Indemnified Party Buyer shall have, have subsequent to the giving of such notice, mutually agreed that a Shareholder is the Sellers are obligated to indemnify the Parent Indemnified Party Buyer for a specified amount and Buyer and the Seller Representative shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Parent Indemnified Party Buyer for indemnification from such Shareholder the Sellers and the Escrow Agent shall have received, received in the case of clause (i) above, written instructions from such Shareholder the Seller Representative (on behalf of the Sellers) and the Parent Indemnified Party Buyer or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Parent Indemnified Party Buyer from the Indemnity Escrow Fund an amount equal to the product of (x) any amount determined to be owed to Buyer under Sections 9.1 or 9.2 in accordance with the Parent Indemnified Party under this Article VIII and (y) the Shareholder Ratio then in effectEscrow Agreement.

Distributions from Escrow Fund. In the event that (a) the ------------------------------ Shareholders' Representative Sellers’Representatives shall not have objected to the amount claimed by a Parent Indemnified Party the Purchaser for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Shareholders' Representative Sellers’ Representatives shall have delivered notice of their disagreement as to the amount of any indemnification requested by a Parent Indemnified Party the Purchaser and either (i) the Shareholders' Representative Sellers’ Representatives and the Parent Indemnified Party Purchaser shall have, subsequent to the giving of such notice, mutually agreed that a Shareholder is the Sellers are obligated to indemnify the Parent Indemnified Party Purchaser for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Parent Indemnified Party Purchaser for indemnification from such Shareholder the Sellers and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from such Shareholder the Sellers’ Representatives and the Parent Indemnified Party Purchaser, or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Parent Indemnified Party Purchaser from the Indemnity Escrow Fund an any amount equal (subject to the product other terms of (xthis Agreement and the Escrow Agreement) any amount determined to be owed to the Parent Indemnified Party Purchaser under this Article VIII and (y) IX in accordance with the Shareholder Ratio then in effectEscrow Agreement.

Distributions from Escrow Fund. In the event that (a) the ------------------------------ Shareholders' Representative Seller shall not have objected to the amount claimed for indemnification by a Parent an Indemnified Party for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Shareholders' Representative Seller shall have delivered notice of their its disagreement as to the amount of any indemnification requested by a Parent an Indemnified Party and either (i) the Shareholders' Representative Seller and the Parent Indemnified Party Purchaser shall have, subsequent to the giving of such notice, mutually agreed that a Shareholder the Seller is obligated to indemnify the Parent Indemnified Party for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Parent Indemnified Party for indemnification from such Shareholder the Seller and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from such Shareholder the Seller and the Parent Indemnified Party Purchaser or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Parent Indemnified Party Purchaser from the Indemnity Escrow Fund an amount equal to the product of (x) any amount determined to be owed to the Parent Indemnified Party Purchaser under this Article VIII and (y) VII in accordance with the Shareholder Ratio then in effectEscrow Agreement.

Distributions from Escrow Fund. In the event that (a) the ------------------------------ Shareholders' Representative Shareholders shall not have objected to the amount claimed by a Parent Indemnified Party for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Shareholders' Representative Shareholders shall have delivered notice of their disagreement as to the amount of any indemnification requested by a Parent Indemnified Party and either (i) the Shareholders' Representative Shareholders and the Parent Indemnified Party shall have, subsequent to the giving of such notice, mutually agreed that a Shareholder is obligated to indemnify the Parent Indemnified Party for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Parent Indemnified Party for indemnification from such Shareholder and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from such Shareholder and the Parent Indemnified Party or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Parent Indemnified Party from the Indemnity Escrow Fund an amount equal to the product of (x) any amount determined to be owed to the Parent Indemnified Party under this Article VIII and (y) IX in accordance with the Shareholder Ratio then in effectEscrow Agreement.

Distributions from Escrow Fund. (a) In the event that (a) the ------------------------------ Shareholders' Representative Seller shall not have objected to the amount claimed by a Parent Indemnified Party the Buyer for indemnification with respect to any Loss within twenty (20) Business Days of notice thereof in accordance with the procedures set forth in the Escrow Agreement or (b) the Shareholders' Representative Seller shall have delivered notice of their its disagreement as to the amount of any indemnification requested by a Parent Indemnified Party the Buyer within twenty (20) Business Days of notice thereof and either (i) the Shareholders' Representative Seller and the Parent Indemnified Party Buyer shall have, subsequent to the giving of such notice, mutually agreed that a Shareholder the Seller is obligated to indemnify the Parent Indemnified Party Buyer for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Parent Indemnified Party Buyer for indemnification from such Shareholder the Seller and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from such Shareholder the Seller and the Parent Indemnified Party Buyer or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Parent Indemnified Party Buyer from the Indemnity Escrow Fund an amount equal to the product of (x) any amount determined to be owed to the Parent Indemnified Party Purchaser under this Article VIII and (y) 7 in accordance with the Shareholder Ratio then in effectEscrow Agreement.