ESCROW CLAIM. If any claim for indemnification is made by an ------------ Indemnified Party pursuant to this Article VIII prior to the expiration of the Escrow Period, such Indemnified Party shall apply to the Escrow Agent provided in Section 2.5 of this Agreement for reimbursement of such claim in accordance ----------- with the provisions of the Escrow Agreement.
ESCROW CLAIM. Following the Closing and through the date of the Escrow Sum has been exhausted for fully released, if any claim for indemnification other than Individual Obligations is made by an Indemnified Party pursuant to this Article VIII prior to the expiration of the Escrow Period, such Indemnified Party shall first apply to the Escrow Agent for reimbursement of such claim in accordance with the provisions of this Agreement and the Escrow Agreement. Thereafter, the Buyer Indemnified Parties may have recourse against Parent and Sellers pursuant to the terms of this Agreement subject to the limitations contained in this Agreement.
ESCROW CLAIM. If any claim for indemnification is made by an ------------ Indemnified Party pursuant to this Article VIII prior to the expiration of the ------------ Escrow Period, such Indemnified Party shall first apply to the Escrow Agent provided in Section 2.7 of this Agreement for reimbursement of such claim in ----------- accordance with the provisions of the Escrow Agreement provided, however, the Escrow Sum is not intended to be an exclusive remedy in the event Xxxxxx Holdings or the Company has indemnification claims hereunder which exceed such amount.
ESCROW CLAIM. If any claim for indemnification is made by an Indemnified Party pursuant to this Article VIII prior to the expiration of the Escrow Period, such Buyer Indemnified Party shall apply to the Escrow Agent provided in Section 2.8 of this Agreement for reimbursement of such claim in accordance with the provisions of the Escrow Agreement; provided, however, the Escrow Sum is not intended to be an exclusive remedy in the event Buyer has indemnification claims hereunder which exceed such amount.
ESCROW CLAIM. Upon notice to the Rare Telephony Shareholders (or any one of them as specified in the Escrow Agreement) specifying in reasonable detail the basis for such setoff, either Acquiror or Sub may give notice of a Claim under the Escrow Agreement in such amount to which it may be entitled under this Article VII. Neither the exercise of nor the failure to give a notice of a Claim under the Escrow Agreement will constitute an election of remedies or limit Acquiror or Sub in any manner in the enforcement of any other remedies that may be available to either of them."
ESCROW CLAIM. If any claim for indemnification is made by an ------------ Indemnified Party or a Seller pursuant to this Article VIII prior to the ------------ expiration of the Escrow Period, such Indemnified Party or Seller shall first apply to the Escrow Agent for reimbursement of such claim in accordance with the provisions of the Escrow Agreement prior to seeking reimbursement for such claim. Upon expiration of the Escrow Period, Buyer may offset any claim for indemnification made by Buyer or Global pursuant to this Article VIII against ------------ the Earn-Out Payment.
ESCROW CLAIM. If any claim for indemnification is made by an ------------------ Indemnified Party or a Seller pursuant to this Article VIII prior to the ------------ expiration of the Escrow Period, such Indemnified Party or Seller shall first apply to the Escrow Agent for reimbursement of such claim in accordance with the provisions of the Escrow Agreement prior to seeking reimbursement for such claim.
ESCROW CLAIM. Tax Audits, Etc......................................................34 --------------- 8.5. Indemnification of Stockholders......................................34 ------------------------------- 8.
ESCROW CLAIM. If any claim for indemnification is made by Buyer ------------ pursuant to this Article VIII prior to the expiration of the Escrow Period, Buyer shall first apply to the Escrow Agent for reimbursement of such claim in accordance with the provisions of the Escrow Agreement and exhaust its rights under the Escrow Agreement prior to seeking satisfaction for such claim outside of the Escrow Agreement.
ESCROW CLAIM. If any claim for indemnification is made by an Indemnified Party or a Seller pursuant to this Article VIII prior to the expiration of the Standard Escrow Period or the Additional Escrow Period, as applicable, such Indemnified Party or Seller shall first apply to the Escrow Agent for reimbursement of such claim in accordance with the provisions of the Escrow Agreement prior to seeking reimbursement for such claim. Except for an individual Shareholders' failure to own or legally transfer its Shares to Global pursuant to the Merger, in the absence of fraud, the Shareholders (excluding the Seller) shall have no further liability to Global except for their Allocable Portions of any claims made by Global against the Standard Escrow Sum and the Additional Escrow Sum. This provision shall not limit or impair any rights of Seller to indemnification from a Shareholder under the Shareholder Consent or any other document or legal basis thereof.
