Escrow of Disputed Amounts Sample Clauses

Escrow of Disputed Amounts. If Seller and Buyer are unable to reach agreement as to a disputed Title Defect or Title Defect Amount(s) on or before four (4) days after the Defect Notice Day, then the Parties shall submit the existence of such disputed Title Defect or Title Defect Amount(s) to binding expert determination pursuant to Section 4.5 and the Parties shall proceed with Closing, provided that at Closing Buyer shall pay an amount equal to the Allocated Values of the Title Defect Property to the Escrow Agent (in accordance with the terms of the Defect Escrow Agreement).
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Escrow of Disputed Amounts. (a) In the event Customer disputes in good faith any amount claimed to be payable by HP-OMS under the Agreement, Customer shall pay the disputed amount into escrow, in accordance with Subsection (c) below.
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Escrow of Disputed Amounts. If any disputed Title Defect Amount(s) and/or disputed Environmental Defect Amount(s) (“Disputed Defect Amounts”), plus any other agreed upon Adjustment Amounts relating to Notices of Title Defects and Environmental Defect Notices submitted by Buyer prior to the Defect Notice Date, in each case that are less than the Termination Threshold, then the Parties shall proceed with Closing and the Title Defect Property or Environmental Defect Property shall be sold to Buyer, provided that at Closing Buyer shall pay an amount equal to the Allocated Values of the Disputed Asset(s) to the Escrow Agent in accordance with the terms of the Escrow Agreement. A “Disputed Asset” means any Title Defect Property or Environmental Defect Property that has been submitted to expert determination pursuant to Section 6.1.
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Escrow of Disputed Amounts. Upon the request of either party, Rxxxx in the case of a disputed Charge, or Fidelity in the case of a disputed credit or other amount payable to Rxxxx, shall place the disputed amount in an escrow account with a third party escrow agent established for the benefit of the parties until such dispute is resolved. Upon resolution of the dispute, the parties shall be paid any interest having accrued on the undisputed amounts held in the escrow account in connection with such dispute in proportion to the amount received by each party with respect to such dispute, and the parties shall each pay a portion of the escrow fees attributable to the disputed amount in an inverse proportion to the percentage of the disputed amount paid to each party.
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Escrow of Disputed Amounts. In the event that an Acquiring Indemnified Party has made a claim for indemnification which is to be satisfied, in whole or in part, by way of reduction of the Post-Closing Payment, and such claim has not been resolved prior to the date on which the Aggregate Post-Closing Cash Consideration is to be paid to the Shareholders pursuant to this Agreement, the Acquiring Parties shall deposit the disputed portion of such reduction which is claimed by the Shareholders as of such date into an escrow, subject to an escrow agreement substantially in the form of Exhibit C attached hereto. Such escrow shall provide for a release of such deposit in accordance with the terms of this Agreement.
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Escrow of Disputed Amounts. If the aggregate amount of all Charges then under dispute pursuant to this Section 12.4 exceeds an amount equal to *** (***) *** the *** based upon amounts invoiced over the prior *** (***) *** (i.e., the *** during the prior *** (***) *** by *** (***)), CoreLogic shall, within ten (10) days after notice from Supplier, pay the excess into an interest-bearing escrow account. The escrow account shall be mutually established by the Parties at a financial institution agreed to by the Parties. The escrow shall be maintained pursuant to an escrow agreement to be agreed to by the Parties, and unless and until agreed, shall be substantially in the form of the standard form of escrow agreement provided by the financial institution. The costs of such escrow shall be borne equally by the Parties and, unless otherwise determined in accordance with the dispute resolution process in Article 19, interest on the escrowed amounts shall be allocated to the prevailing Party in the dispute. CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS 13. CORELOGIC DATA AND OTHER CONFIDENTIAL INFORMATION.
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Escrow of Disputed Amounts. If a Buyer Indemnified Party in good faith believes that the Trust or DTUENY has failed to pay amounts due such Buyer Indemnified Party, including any amounts that the Trust or DTUENY is obligated to pay pursuant to the indemnification obligations set forth in this ARTICLE 8, at a time that there are amounts then due and owing from Buyer or any of its Affiliates to the Trust, DTUENY or any of their respective Affiliates, including any earned but unpaid amount otherwise payable pursuant to Section 2.2(e) or Section 2.2(f), then such Buyer Indemnified Party may, in addition to any other rights and remedies that may be available, deliver to the Escrow Agent (or a successor escrow agent) the amount to which such Buyer Indemnified Party believes it is entitled out of the amounts then due and owing the Trust, DTUENY or any of their respective Affiliates, such amount to be held in escrow by such Escrow Agent (or a successor escrow agent) until resolution, by settlement or otherwise, of the parties’ respective entitlement to the amount so held.
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Related to Escrow of Disputed Amounts

  • Disputed Amounts 28.1.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Non-Paying Party”) shall, prior to the Xxxx Due Date, give written notice to the Billing Party of the amounts it disputes (“Disputed Amounts”) and include in such written notice the specific details and reasons for disputing each item; provided, however, a failure to provide such notice by that date shall not preclude a Party from subsequently challenging billed charges provided that such charges were paid. The Non-Paying Party shall pay when due all undisputed amounts to the Billing Party. Notwithstanding the foregoing, except as provided in Section 28.2, a Party shall be entitled to dispute only those charges for which the Date was within the immediately preceding eighteen (18) months of the date on which the other Party received notice of such Disputed Amounts.

  • Settlement of Dispute Any disputes under the Agreement shall be settled at first through friendly consultation between the parties hereto. In case no settlement can be reached through consultation, each party shall have the right to submit such disputes to China International Economic and Trade Arbitration Commission in Beijing. The Place of arbitration is Beijing. The arbitration award shall be final and binding on both parties.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Disputed Payments If either Party, in good faith, disputes the accuracy of an invoice from the other hereunder, the disputing Party shall provide to the other Party an explanation of the basis for the dispute and shall pay to the other Party the portion of the invoice not in dispute by the due date (but shall not be required to pay the disputed portion). For the avoidance of doubt, a Party may dispute the accuracy of an invoice from the other hereunder after payment has been made in respect of such invoice. Any amount disputed by a Party pursuant to this Section 11.4 that is later conclusively determined (whether by agreement of the Parties or a final, non-appealable determination of a Governmental Authority with jurisdiction) to be properly due and payable shall be paid to the Party owed payment on or before ten (10) Days after such determination, together with interest accrued at the Interest Rate from the first Day following the date on which payment would have been made if not disputed to but excluding the date payment is made.

  • Settlement of Disputes between a Contracting Party and an Investor of the other Contracting Party

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid.

  • Notice of Dispute The party wishing to commence the dispute resolution process must give written notice (Notice of Dispute) to the other parties of:

  • Escrow Amount At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

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