Expiration of Term - Claim Pending. If at the expiration of the ---------------------------------- escrow term provided in Section 4.2 above, any claim is pending for which a Loss Notice has been delivered to the Escrow Agent prior to such expiration and for which an Indemnitee would be entitled to indemnification if such claim were resolved adversely to them, then the Escrow Agent shall retain in such escrow that number of shares of WebMD Series B Preferred Stock as shall equal the number of Escrow Shares (rounded to the next highest whole number) that, when multiplied by the Value Per Share, equals any amount set forth by such Indemnitee in the Loss Notice with respect to such claims (the "Retained Shares"). The number of Escrow Shares, less the number of Retained Shares, shall then be distributed to the Shareholders as set forth in Section 4.3 above. Upon the resolution of any claim for which shares were retained in escrow at the expiration of the term of this Agreement and receipt of written notice from WebMD and the Representative to such effect (with a copy to Escrow Agent), the Escrow Agent shall cancel the appropriate number of Retained Shares (if any) and shall distribute any remaining Retained Shares to the Shareholders as set forth in Section 4.3 above.
Expiration of Term - Claim Pending. If at the expiration of the Term an Indemnified Party has given notice to Seller and the Escrow Agent that a claim is pending for which an Indemnified Party would be entitled to indemnification if such claim were resolved adversely to Seller, then Escrow Agent shall retain in such escrow that amount of such Escrow Shares as equals the amount set forth by such Indemnified Party in the Loss Notice with respect to such claims (the “Retained Amount”). Seller and Buyer shall provide written notice to Escrow Agent which sets forth the Retained Amount as determined in the foregoing sentence. Following receipt of such notice, the Escrow Shares, less the Retained Amount, shall then be distributed to Seller as set forth in Section 5(a) above. Upon the resolution of any claim for which Escrow Shares were retained in escrow at the expiration of the Term and receipt of written notice from Buyer and Seller to such effect, Escrow Agent shall distribute any Escrow Shares to Buyer or Seller as set forth in such notice. All dividends or other distributions earned on the Escrow Shares shall become a part of the Escrow Shares and held in accordance with the terms of this Agreement.
Expiration of Term - Claim Pending. If as of midnight, Pacific Time, on ---------------------------------- the fifteen (15) month anniversary of the date hereof, any claim is pending under Section 2.2 of the Merger Agreement for which any Loss Notice has been ----------- delivered to the Escrow Agent prior to such expiration then the Escrow Agent shall retain in such escrow that number of shares of Preferred Stock as shall equal the number of Escrow Shares (rounded to the next highest whole number) that, when multiplied by the Value Per Share, equals any amount set forth by such Indemnitee in the Loss Notice(s) with respect to such claims (the "Retained -------- Shares"). The number of Escrow Shares, less the number of Retained Shares, ------ shall then be distributed to the Shareholders as set forth in Section 3.3 above. ----------- Upon the resolution of any such claim and receipt of written notice from WebMD and the Indemnitor Representative to such effect, the Escrow Agent shall deliver to WebMD for cancellation the appropriate number of Retained Shares (if any) and shall distribute any remaining Retained Shares to the Shareholders as set forth in Section 3.3. -----------
Expiration of Term - Claim Pending. If at the expiration of the term provided in Section 14.6(a) above, any claim is pending under Section 14.1 for which a Loss Notice has been delivered to the Indemnitor prior to such expiration and for which an Indemnitee would be entitled to indemnification if such claim were resolved adversely to Indemnitor, then (i) if the Indemnitee is a Purchaser Indemnitee, the Escrow Agent shall retain in such escrow that number of shares of Purchaser Common Stock as shall equal the number of Escrow Shares (rounded to the next highest whole number) that, when multiplied by the Value Per Share, equals any amount set forth by such Indemnitee in the Loss Notices with respect to such claims (the "Retained Shares"), and (ii) if any claim pending is being asserted by the Stockholder Indemnitees, WebMD shall remain obligated to issue up to that number of shares of WebMD Non-Voting Stock as shall equal the number of Additional Shares (rounded to the next highest whole number) that when multiplied by the Value Per Share, equals any amount set forth by the Stockholder Indemnitees in the Loss Notices with respect to such claims solely to the extent that it is finally determined that WebMD is obligated to issue such Additional Shares to satisfy its obligations under this Article 14. In the event that any claim pending at the expiration of the term provided in Section 14.6(a) above is asserted by the Purchaser Indemnitee, the number of Escrow Shares, less the number of Retained Shares, shall then be distributed to the GNN Stockholders as set forth in Section 14.6(b) above. Upon the resolution of any claim for which shares were retained in escrow at the expiration of the term set forth in Section 14.6(a) and receipt of written notice from Purchaser and the Representative to such effect, the Escrow Agent shall cancel the appropriate number of Retained Shares (if any) and shall distribute any remaining Retained Shares held with respect to such claim to the GNN Stockholders as set forth in Section 14.6(b) above.
