Indemnification from Escrow Sample Clauses
The Indemnification from Escrow clause establishes that funds held in escrow may be used to satisfy indemnification claims arising under the agreement. In practice, if one party suffers a loss or incurs liability due to breaches or specified events, they can recover the owed amount directly from the escrowed funds rather than seeking payment from the other party. This mechanism ensures that there is a readily available source of payment for indemnification, reducing the risk of non-payment and streamlining the process of resolving claims.
Indemnification from Escrow. Without limiting any other right or remedy of Buyer under this Agreement, Buyer may collect claims for Buyer Losses from the funds deposited with the escrow agent pursuant to the Escrow Agreement.
Indemnification from Escrow. The Escrow Amount, together with all interest earned thereon, shall be available to indemnify, hold harmless and reimburse any Parent-Side Indemnified Person from any Losses indemnifiable under this ARTICLE 11. The Escrow Amount, together with all interest earned thereon, shall be the sole and exclusive security and source of recovery of the Parent-Side Indemnified Persons for the indemnification obligations of the TEI Med Securityholders under this Agreement for Losses described in Section 11.2(a)(i), except (i) for any indemnification obligation arising out of (A) fraud or (B) breaches of Fundamental Representations or (ii) as provided in the Support Agreement with respect to Joint Securityholders.
Indemnification from Escrow. (a) Indemnification Payment from Escrow. The Purchaser may claim any amount for which it is eligible for indemnification hereunder as well as any amounts which the Selling Shareholders owe the Purchaser in the event of a binding post-Closing Purchase Price decrease according to Sections 6.10(b) or 6.10(g) from the Selling Shareholders, or to the extent that any funds remain in the Escrow Account, directly from the Escrow Account, at its sole discretion. A claim against the Escrow Account shall be made by the Purchaser by written instruction to the Escrow Agent with a copy to the Selling Shareholders and shall include a description of the claim, and a calculation of the Damages or the estimated Damages. Subject to the idemnification in question not having been disputed by the Selling Shareholders in writing within 15 Business Days (other than with respect to indemnification with respect to a binding Post-Closing Purchase Price Decrease according to Sections 6.10(b) or 6.10(g), with respect to which the Selling Shareholders may not dispute the Purchaser’s instructions to the Escrow Agent), the Escrow Agent shall release any amounts specified in such written instruction directly to the Purchaser within 20 Business Days of receipt of such written instruction. The consent of the Selling Shareholders for such payment shall not be required. (b) Release of Escrow. Any amounts remaining in the Escrow Account which have not been claimed in accordance with the Escrow Agreement within 18 months of the Closing Date shall be automatically released to the Selling Shareholders pro rata within 10 Business Days of such 18 month anniversary of the Closing Date without need for further written instructions to the Escrow Agent. Notwithstanding the aforementioned, if there is a dispute between the Purchaser and the Selling Shareholders regarding indemnification under this Agreement, which dispute has not been resolved by the 18 month anniversary of the Closing Date, then any amounts relating to such unresolved dispute shall remain in the Escrow Account pending final resolution of the dispute and shall not be released prior to such resolution. - 39 - 10.
Indemnification from Escrow. (a) If Buyer believes in good faith that Buyer is entitled to indemnification for Losses, Buyer shall deliver to the Escrow Agent a notice of such claim (the "Claim Notice") with a copy to Seller and Warburg, certifying the existence and the nature of the representation or warranty upon which such claim is based and the amount of Buyer's Losses incident thereto.
(b) If Seller or Warburg in good faith objects to the basis for or amount of any claim asserted by Buyer in a Claim Notice, Seller or Warburg, as the case may be, shall deliver written notice to Buyer and the Escrow Agent within ten business days after Seller's receipt of the Claim Notice. Seller or Warburg, on the one hand, and Buyer on the other hand will use their reasonable best efforts to resolve any such dispute in good faith and as promptly as reasonably practicable. Pending resolution of such dispute, the Escrow Agent shall not make any payment to Buyer pursuant to the Escrow Agreement in respect of the claims of Buyer set forth in the Claim Notice.
Indemnification from Escrow. The Escrow Fund (Escrow Amount) shall be available to indemnify, hold harmless and reimburse any Parent-Side Indemnified Person from any Losses indemnifiable under this ARTICLE 11. The Escrow Fund (Additional Escrow Amount) shall be available to indemnify, hold harmless and reimburse any Parent-Side Indemnified Person from any Losses indemnifiable under Item 4 under Schedule 11.2(a)(viii) and for any Losses indemnifiable with respect to Excluded Matters under this ARTICLE 11. The Escrow Fund (Escrow Amount) (specifically excluding, for the avoidance of doubt, the Additional Escrow Amount), shall be the sole and exclusive security and source of recovery of the Parent-Side Indemnified Persons for the indemnification obligations of the TEI Bio Securityholders under this Agreement for Losses described in Section 11.2(a)(i), except (i) for any indemnification obligation arising out of any Excluded Matter or (ii) as provided in the Support Agreement with respect to Joint Securityholders.
Indemnification from Escrow. 43 8.7 Exclusive Remedy................................................43
Indemnification from Escrow. In the event any Indemnitee becomes entitled to payment pursuant to the provisions of this Section 7, in addition to any other rights and remedies it may have, Gallagher, acting on behalf of such Indemnitee, shall give written notice to the Escrow Agent and to the Stockholder pursuant to the Escrow Agreement setting forth the basis for and amount of such indemnification. Within thirty days after receipt of this notice (subject to Stockholder's right to object), Stockholder shall authorize the Escrow Agent to disburse funds from the escrow to satisfy Gallagher's claim or object to such claim. ▇▇ ▇▇▇▇▇n the thirty-day period after receipt of notice, the Stockholder fails to object to Gallagher's determination of the validity or amount of its ▇▇▇▇▇▇▇▇▇▇, then the Escrow Agent shall deliver to Gallagher a cash payment equal to the amount set forth in Gallagher's notice. If within the thirty-day period, the St▇▇▇▇▇▇▇▇▇ ▇bjects to Gallagher's determination of the validity or amount of the ▇▇▇▇▇▇▇▇▇▇▇'s obligation, the Stockholder shall give written notice of its objection to Gallagher and the Escrow Agent. Thereafter, the Escrow Agent shall deliver the Escrow Funds to the parties only in accordance with: (i) joint written instructions from Gallagher and Stockholder; (ii) a non-appealable order of a court of competent jurisdiction; or (iii) an award or decision rendered by an arbitrator pursuant to Section 20 hereof.
Indemnification from Escrow