Escrow Claims Sample Clauses

Escrow Claims. If at any time prior to the date that is twelve (12) months after the Closing Date (such time period, the “Holdback Period”) there are amounts remaining in the Escrow Fund, to the extent that Seller does not promptly (and in any event within thirty (30) days after receipt of a Claim Notice from Buyer) reimburse or pay Buyer for any amounts to which Buyer is entitled with respect to such Claim Notice pursuant to Section 8.4, then Buyer shall be entitled to deliver to Seller written notice (an “Escrow Claim Notice”), which notice shall specify with particularity the nature and amount of Buyer’s claim pursuant to Section 8.4 as set forth in the Claim Notice (the “Escrow Claim”), including specific details of and a specific basis under this Agreement entitling Buyer to such Escrow Claim. For the avoidance of doubt, Seller may require that Buyer first recover all amounts to which Buyer is entitled hereunder from the Escrow Account to the extent of the Escrow Fund then available if Seller delivers to Buyer and the Escrow Agent executed irrevocable written instructions that instruct the Escrow Agent to deliver to Buyer an amount from the Escrow Fund in respect of such Escrow Claim equal to the lesser of (a) the amount of such Escrow Claim, or (b) the amount of the Escrow Fund then remaining in the Escrow Account.

Escrow Claims. Upon any claim for indemnification in favor of a Purchaser Indemnitee being determined (whether by way of an Order of a Governmental Authority or a settlement or agreement between Purchaser and the Representative, on behalf of Seller Parties), Purchaser and the Representative shall instruct the Escrow Agent to release to Purchaser a number of Escrow Shares having a value equal to the amount of such indemnification claim. To the extent there are insufficient Escrow Shares remaining in escrow to satisfy any such claim in favor of a Purchaser Indemnitee, Seller Parties shall be jointly and severally liable for the direct payment thereof.

Escrow Claims. (a) When any Indemnified Party learns of any potential Claim under this Agreement (an “Escrow Claim”) against the Principals, it promptly will give written notice (a “Claim Notice”) to the Principals and to the Escrow Agent; provided, that failure to so notify the Principals or the Escrow Agent, as applicable, shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Escrow Claim and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Principals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim; provided, that failure to do so shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. (b) In determining value for a distribution from the Indemnity Holdback Escrow in respect of an Escrow Claim, each OP Unit or share of Common Stock shall be valued at the IPO Price. (c) The Principals shall be entitled, at their own expense, to elect to assume and control the defense of any Escrow Claim based on Claims asserted by third parties (“Third Party Claims”), through counsel chosen by the Principals, if they give written notice of their intention to do so to the Consolidated Entity giving the Claim Notice within thirty (30) days after the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, if the Principals exercise the right to undertake any such defense against a Third Party Claim, the Indemnified Parties shall cooperate with the Principals in such defense and make available to the Principals (unless prohibited by Law), at the Principals’ expense, all witnesses, pertinent records, materials and information in such Indemnified Party’s possession or under the control of any Indemnified Party relating thereto as is reasonably required by the Principals. No Principal shall be liable for any compromise or settlement of any Third Party Claim whatsoever that is effected without his/her written consent. No compromise or settlement of su...

Escrow Claims. 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 2.5 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 Claims. (a) On the first Business Day following the second anniversary of the Closing Date, Purchaser and Seller shall cause the Escrow Agent to release the then existing amounts in the Escrow Account to Seller, less the amount of claims for indemnification which have been paid or have been asserted by the Purchaser Indemnified Parties but not paid. Any unreleased amount shall be retained by the Escrow Agent. The amounts in the Escrow Account so retained shall be released by the Escrow Agent upon the resolution of such claims, to the extent not utilized to pay the Purchaser Indemnified Parties for any such claims resolved in favor of a Purchaser Indemnified Party, in accordance with the resolution of such claims. (b) As provided in Section 7.06, amounts in the Escrow Account shall be available to Purchaser Indemnified Parties to satisfy their claims against Seller for indemnification hereunder.

Escrow Claims. Upon any claim for indemnification in favor of a Purchaser Indemnitee being determined (whether by way of an Order of a Governmental Authority or a settlement or agreement between the Purchaser and THC, on behalf of the Sellers), the Purchaser and THC shall instruct the Escrow Agent to release to the Purchaser a number of Escrow Shares having a value equal to the amount of such indemnification claim. To the extent there are insufficient Escrow Shares remaining in escrow to satisfy any such claim in favor of a Purchaser Indemnitee, subject to the limitations in Section 6.5, Sellers shall be liable for the direct payment thereof.

Escrow Claims. Not withstanding any other provision of this Article X, if any claim for indemnification is made by Buyer pursuant to this Article X prior to the expiration of the escrow under the Escrow Agreement, Buyer shall apply to the Escrow Agent for reimbursement of such claim in accordance with the provisions of this Section 10.01(d) and the provisions of the Escrow Agreement. Except in cases of intentional fraud and willful misconduct, and except for breaches of representations and warranties contained in Section 3.15 occurring after the expiration of the Escrow Fund pursuant to the terms of the Escrow Agreement, or as provided below in this paragraph, the rights of Buyer to make claims against the Escrow Fund in accordance with this Section 10.01(d) shall be the sole and exclusive remedy of Buyer for any claim for indemnification made by the Buyer pursuant to Article X above. If the Escrow Fund has a value less than the Floor and is insufficient to satisfy a claim for indemnification pursuant to this Section 10.01(d), then Seller, and each Seller's Stockholder, shall be obligated to pay (in addition to any cash or Indemnity Shares in the Escrow Fund) additional cash to satisfy the unsatisfied portion of such claim ("Additional Indemnity Payments"), but only up to the amount, if any, of the Floor. For purposes of this Section 10.01(d), the following definitions shall apply:

Escrow Claims. If any good faith claim for indemnification is ------------- made by an Indemnified Party pursuant to this Article IX 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 the Escrow Agreement; provided, however, the Escrow Sum is not intended to be an exclusive remedy in the event the Acquirer has indemnification claims hereunder which exceed such amount. Once the Cash Escrow sum has been fully depleted to satisfy claims pursuant to Section 9.1, any one or more of the Transferors shall ----------- have the option to satisfy such Transferor's obligation to the Acquirer by surrendering to the Acquirer that portion of the Stock Portion of the Transfer Consideration required to fund the indemnification obligation (with such surrendered Acquirer's Shares valued at the Fair Market Value of such shares). Notwithstanding the foregoing, and in lieu of receiving a cash payment or Acquirer's Shares from the Transferors, the Acquirer, in its sole discretion, may after the first anniversary of the Closing Date, elect to offset against any Earned Payout Amount payable to the Transferors, after an indemnification claim has been made therefor, the amount of any Adverse Consequences or any other payments to which the Acquirer has become entitled to by reason of the provisions of this Agreement.

Escrow Claims. In the event that any indemnification claim of a Parent Indemnified Party under Section 10.2 which is set forth in an Indemnification Claim Notice is resolved against the Company Shareholders in accordance with the terms of Section 10.5, Parent may elect (in Parent’s sole and absolute discretion) to recover the Losses that are the subject of such indemnification claim by making a claim against the Escrow Fund at any time that an Escrow Fund exists. Claims against the Escrow Fund shall be disbursed to Parent or any other Parent Indemnified Party in accordance with the terms set forth in the Escrow Agreement.