Common use of Handheld Claims Clause in Contracts

Handheld Claims. The procedure for payments from the Escrow Account shall be as follows: (a) From time to time prior to the date identified in Section 3(c) above as Handheld determines that it is entitled to an indemnification payment under Article VII of the Purchase Agreement, it may request payment from the Escrow Account by giving written notice of its claim to the Escrow Agent and Owner in accordance with the provisions of Section 13 below, certifying in such notice (i) the nature of the claim, (ii) the amount thereof if then ascertainable and, if not then ascertainable, the estimated maximum amount thereof (provided however, that Handheld shall provide the Escrow Agent with a specific amount), (iii) provisions in the Purchase Agreement on which the claim is based, (iv) that such request for payment is being made in good faith, and (v) that notice of Handheld’s request for indemnification has been provided to Owner in accordance with Article VII of the Purchase Agreement (a “Claim Notice”). (b) If the Escrow Agent has not received written objection to a Claim Notice given by Handheld in accordance with the preceding Section 4(a) from Owner within twenty (20) days after receipt by the Escrow Agent of the Claim Notice of such claim from Handheld, the Escrow Agent shall promptly thereafter pay to Handheld, in the manner specified in the Claim Notice, from the Escrow Account the amount of such claim to the extent of the funds in the Escrow Account, plus any interest accrued on such amount through the date of payment. (c) If within said twenty (20) days the Escrow Agent shall have received from Owner an objection to the claim by Handheld, certifying the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Handheld by Owner in accordance with the provisions of Section 13 below), then such claim shall be deemed to be an “Open Claim” and the Escrow Agent shall reserve within the Escrow Account an amount equal to the amount of the Open Claim (which amount for each Open Claim is referred to herein as the “Claim Reserve”). (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account to Handheld only either (i) in accordance with a joint written instruction by Handheld and Owner or (ii) if and to the extent consistent with either (A) a certified copy of a final order, decree or judgment from a court of competent jurisdiction pertaining to the Open Claim or (B) a certified copy of a final result, determination, finding, judgment and/or award from an arbitrator pertaining to the Open Claim, sent to the Escrow Agent by Handheld or the Owner (a “Final Determination”), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Handheld shall be paid by the Escrow Agent to Owner in accordance with Section 3(c) or Section 3(d) above and such Claim Reserve shall be reduced to zero; provided, however that if the date set forth in Section 3(c) has not yet passed, such portion of the Claim Reserve shall simply cease to be a reserved portion of the Escrow Account.

Handheld Claims. The procedure for payments from the Escrow Account shall be as follows: (a) From time to time prior to the date identified in Section 3(c) above as Handheld determines that it is entitled to an indemnification payment under Article VII of the Purchase Agreement, it may request payment from the Escrow Account by giving written notice of its claim to the Escrow Agent and Owner ▇▇. ▇▇▇▇▇▇▇ in accordance with the provisions of Section 13 below, certifying in such notice (i) the nature of the claim, (ii) the amount thereof if then ascertainable and, if not then ascertainable, the estimated maximum amount thereof (provided however, that Handheld shall provide the Escrow Agent with a specific amount), (iii) provisions in the Purchase Agreement on which the claim is based, (iv) that such request for payment is being made in good faith, and (v) that notice of Handheld’s request for indemnification has been provided to Owner ▇▇. ▇▇▇▇▇▇▇ in accordance with Article VII of the Purchase Agreement (a “Claim Notice”). (b) If the Escrow Agent has not received written objection to a Claim Notice given by Handheld in accordance with the preceding Section 4(a) from Owner ▇▇. ▇▇▇▇▇▇▇ within twenty (20) days after receipt by the Escrow Agent of the Claim Notice of such claim from Handheld, the Escrow Agent shall promptly thereafter pay to Handheld, in the manner specified in the Claim Notice, from the Escrow Account the amount of such claim to the extent of the funds in the Escrow Account, plus any interest accrued on such amount through the date of payment. (c) If within said twenty (20) days the Escrow Agent shall have received from Owner ▇▇. ▇▇▇▇▇▇▇ an objection to the claim by Handheld, certifying the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Handheld by Owner ▇▇. ▇▇▇▇▇▇▇ in accordance with the provisions of Section 13 below), then such claim shall be deemed to be an “Open Claim” and the Escrow Agent shall reserve within the Escrow Account an amount equal to the amount of the Open Claim (which amount for each Open Claim is referred to herein as the “Claim Reserve”). (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account to Handheld only either (i) in accordance with a joint written instruction by Handheld and Owner ▇▇. ▇▇▇▇▇▇▇ or (ii) if and to the extent consistent with either (A) a certified copy of a final order, decree or judgment from a court of competent jurisdiction pertaining to the Open Claim or (B) a certified copy of a final result, determination, finding, judgment and/or award from an arbitrator pertaining to the Open Claim, sent to the Escrow Agent by Handheld or the Owner (a “Final Determination”), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Handheld shall be paid by the Escrow Agent to Owner ▇▇. ▇▇▇▇▇▇▇ in accordance with Section 3(c) or Section 3(d) above and such Claim Reserve shall be reduced to zero; provided, however that if the date set forth in Section 3(c) has not yet passed, such portion of the Claim Reserve shall simply cease to be a reserved portion of the Escrow Account.

Handheld Claims. The procedure for payments from the Escrow Account shall be as follows: (a) From time to time prior to the date identified in Section 3(c) above as Handheld determines that it is entitled to an indemnification payment under Article VII of the Purchase Agreement, it may request payment from the Escrow Account by giving written notice of its claim to the Escrow Agent and Owner Zeus in accordance with the provisions of Section 13 below, certifying in such notice (i) the nature of the claim, (ii) the amount thereof if then ascertainable and, if not then ascertainable, the estimated maximum amount thereof (provided however, that Handheld shall provide the Escrow Agent with a specific amount), (iii) provisions in the Purchase Agreement on which the claim is based, (iv) that such request for payment is being made in good faith, and (v) that notice of Handheld’s request for indemnification has been provided to Owner Zeus in accordance with Article VII of the Purchase Agreement (a “Claim Notice”). (b) If the Escrow Agent has not received written objection to a Claim Notice given by Handheld in accordance with the preceding Section 4(a) from Owner Zeus within twenty (20) days after receipt by the Escrow Agent of the Claim Notice of such claim from Handheld, the Escrow Agent shall promptly thereafter pay to Handheld, in the manner specified in the Claim Notice, from the Escrow Account the amount of such claim to the extent of the funds in the Escrow Account, plus any interest accrued on such amount through the date of payment. (c) If within said twenty (20) days the Escrow Agent shall have received from Owner Zeus an objection to the claim by Handheld, certifying the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Handheld by Owner Zeus in accordance with the provisions of Section 13 below), then such claim shall be deemed to be an “Open Claim” and the Escrow Agent shall reserve within the Escrow Account an amount equal to the amount of the Open Claim (which amount for each Open Claim is referred to herein as the “Claim Reserve”). (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account to Handheld only either (i) in accordance with a joint written instruction by Handheld and Owner Zeus or (ii) if and to the extent consistent with either (A) a certified copy of a final order, decree or judgment from a court of competent jurisdiction pertaining to the Open Claim or (B) a certified copy of a final result, determination, finding, judgment and/or award from an arbitrator pertaining to the Open Claim, sent to the Escrow Agent by Handheld or the Owner (a “Final Determination”), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Handheld shall be paid by the Escrow Agent to Owner Zeus in accordance with Section 3(c) or Section 3(d) above and such Claim Reserve shall be reduced to zero; provided, however that if the date set forth in Section 3(c) has not yet passed, such portion of the Claim Reserve shall simply cease to be a reserved portion of the Escrow Account.

Handheld Claims. The procedure for payments from the Escrow Account shall be as follows: (a) From time to time prior to the date identified in Section 3(c) above as Handheld determines that it is entitled to an indemnification payment under Article VII of the Purchase Agreement, it may request payment from the Escrow Account by giving written notice of its claim to the Escrow Agent and Owner Aperio in accordance with the provisions of Section 13 below, certifying in such notice (i) the nature of the claim, (ii) the amount thereof if then ascertainable and, if not then ascertainable, the estimated maximum amount thereof (provided however, that Handheld shall provide the Escrow Agent with a specific amount), (iii) provisions in the Purchase Agreement on which the claim is based, (iv) that such request for payment is being made in good faith, and (v) that notice of Handheld’s request for indemnification has been provided to Owner Aperio in accordance with Article VII of the Purchase Agreement (a “Claim Notice”). (b) If the Escrow Agent has not received written objection to a Claim Notice given by Handheld in accordance with the preceding Section 4(a) from Owner Aperio within twenty (20) days after receipt by the Escrow Agent of the Claim Notice of such claim from Handheld, the Escrow Agent shall promptly thereafter pay to Handheld, in the manner specified in the Claim Notice, from the Escrow Account the amount of such claim to the extent of the funds in the Escrow Account, plus any interest accrued on such amount through the date of payment. (c) If within said twenty (20) days the Escrow Agent shall have received from Owner Aperio an objection to the claim by Handheld, certifying the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Handheld by Owner Aperio in accordance with the provisions of Section 13 below), then such claim shall be deemed to be an “Open Claim” and the Escrow Agent shall reserve within the Escrow Account an amount equal to the amount of the Open Claim (which amount for each Open Claim is referred to herein as the “Claim Reserve”). (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account to Handheld only either (i) in accordance with a joint written instruction by Handheld and Owner Aperio or (ii) if and to the extent consistent with either (A) a certified copy of a final order, decree or judgment from a court of competent jurisdiction pertaining to the Open Claim or (B) a certified copy of a final result, determination, finding, judgment and/or award from an arbitrator pertaining to the Open Claim, sent to the Escrow Agent by Handheld or the Owner (a “Final Determination”), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Handheld shall be paid by the Escrow Agent to Owner Aperio in accordance with Section 3(c) or Section 3(d) above and such Claim Reserve shall be reduced to zero; provided, however that if the date set forth in Section 3(c) has not yet passed, such portion of the Claim Reserve shall simply cease to be a reserved portion of the Escrow Account.