Manner of Payment; Escrow. (a) The Escrow Agent shall accept the deposit of the Escrow Units and Escrow Cash and shall administer the Escrow Units and Escrow Cash and release Escrow Units and Escrow Cash in accordance with the terms and subject to the conditions set forth herein and in the Escrow Agreement.
Manner of Payment; Escrow. (a) Any indemnification of the Buyer Indemnified Parties or Seller Stockholder Indemnified Parties pursuant to this Article X shall be effected by wire transfer of immediately available funds from Seller Stockholder Representative or Buyer, as the case may be, to an account designated in writing by the applicable Buyer Indemnified Party or Seller Stockholder Indemnified Party, as the case may be, within five (5) days after a determination thereof that is binding on the Indemnity Administrator, whether pursuant to a final judgment, settlement or agreement among the parties hereto; provided, however, that any indemnification owed by Seller Stockholders to the Buyer Indemnified Parties may, at Buyer’s election, be satisfied out of the Escrow Funds. If Buyer elects, by written notice to Seller Stockholder Representative, to satisfy any indemnification owed by the Seller Stockholders to the Buyer Indemnified Parties out of the Escrow Funds, Seller Stockholder Representative and Buyer shall, within five (5) days after the determination of the amount thereof, deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release the appropriate portion of each of the Indemnity Escrow Fund and the Adjustment Escrow Fund to an account designated by Buyer. Xxxxx acknowledges and confirms that, except in the case of Fraud, the Indemnity Escrow Fund and the R&W Insurance Policy are the sole US-DOCS\131312541.20 recourse for the Buyer Indemnified Parties with respect to indemnification claims pursuant to Section 10.2(a)(i).
Manner of Payment; Escrow. (a) Any indemnification of the Seller Indemnified Parties or the Buyer Indemnified Parties pursuant to this Article 12 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Seller Indemnified Parties or the Buyer Indemnified Parties, as the case may be, within 15 days after the final determination thereof; provided that except in the case of a breach of a representation or warranty contained in Article 4 and 5, any indemnification owed by the Indemnifying Entity or the Sellers to the Buyer Indemnified Parties pursuant to Section 12.02 shall first be satisfied from any funds in the - 65 - Indemnity Escrow Account (if it has been established pursuant to this Agreement); provided, further that the Indemnifying Entity shall be jointly and severally liable with the Sellers for any indemnification owed by the Sellers to the Buyer Indemnified Parties pursuant to Section 12.02 in excess of any funds in the Indemnity Escrow Account subject to in all cases the limitations in this Article 12 and the Buyer may make demand on the Indemnifying Entity without making any demand on the Sellers.
Manner of Payment; Escrow. (a) Any indemnification of the Purchaser Indemnitees or Company Indemnitees pursuant to this Article VII shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Purchaser Indemnitees or Company Indemnitees, as they may be, within 15 days after the final determination thereof; provided that any indemnification owed by the Selling Parties to the Purchaser Indemnitees pursuant to Section 7.02 shall be satisfied exclusively from the funds then remaining in the Indemnity Escrow Account, to the extent of the Indemnity Escrow Account, next from the funds then remaining in the Working Capital Escrow Account, to the extent of the Working Capital Escrow Account, and then by means of an offset against any unpaid Year 1 Contingent Consideration, Year 2 Contingent Consideration, or both, that may otherwise be or become due. The funds in the Indemnity Escrow Account and the Working Capital Escrow Account, at any given time, and the Year 1 Contingent Consideration and the Year 2 Contingent Consideration, if any, shall be the sole source of recovery with respect to Losses indemnifiable pursuant to Section 7.02 and in no event shall the Purchaser Indemnitees be entitled to recover any amount directly from a Selling Party or more than the amount of the funds available in the Indemnity Escrow Account plus the aggregate amount, if any, of the Year 1 Contingent Consideration and the Year 2 Contingent Consideration.
Manner of Payment; Escrow. (a) Any payments for indemnification of the Buyer Indemnitees or the Seller Indemnitees pursuant to this Article 9 or Section 6.13(j) shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Buyer Indemnitees or Seller Indemnitees, as the case may be, within fifteen (15) days after the final determination thereof; provided, however, that:
Manner of Payment; Escrow. (a) Any indemnification of the Purchaser Indemnitees or the Seller Indemnitees pursuant to this Article 10 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Purchaser Indemnitees or Seller Indemnitees, as the case may be, within 15 days after the determination thereof; provided, however, that any indemnification owed by Sellers to the Purchaser Indemnitees pursuant to Section 10.2(a)(i) (other than with respect to Losses related to breaches of Fundamental Representations and Section 4.15), shall be satisfied solely from the remaining portion of the Escrow Amount. Except as set forth in the proviso above, any indemnification owed by the Sellers to the Purchaser Indemnitees pursuant to Section 10.2(a)(i) shall be satisfied first from the remaining portion of the Escrow Amount and thereafter by the Sellers directly. Any indemnification owed by the Seller to the Purchaser Indemnitees pursuant to Section 10.2(a)(i) that is to be satisfied from the Escrow Amount shall be reduced by 5.05% (in order to reflect the release to the Company of amounts held back from bonuses or other amounts payable by the Group Companies pursuant to the triVIN Holdings, Inc. 2010 Management Incentive Plan (the “MIP”)); provided, for the avoidance of doubt, that upon the release of the funds in the Escrow Account pursuant to Section 10.8(b), the obligation to release any remaining bonuses or other amounts held back pursuant to the MIP shall be the obligation of the Surviving Corporation.
Manner of Payment; Escrow. (i) Any indemnification of the Stockholder Indemnified Parties pursuant to this Section 11.3 shall be effected by wire transfer of immediately available funds from the Parent to an account designated in writing by the Stockholder Indemnified Party within fifteen (15) days after the determination thereof. Any indemnification of the Parent Indemnified Parties pursuant to this Section 11.3 shall be effected by wire transfer from the Escrow Funds to an account designated in writing by the Parent Indemnified Party within fifteen (15) days after the determination thereof. All payments to a Parent Indemnified Party pursuant to this Section 11.3 shall be satisfied first from the Escrow Funds and the Parent and the Company Stockholder Representative shall execute the necessary documents instructing the Escrow Agent to make the applicable payments.
Manner of Payment; Escrow. (i) Except as provided in Section 9(g)(ii), any indemnification of the Buyer Indemnitees or the Seller Indemnitees pursuant to this Section 9 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Buyer Indemnitees or Seller Indemnitees, as the case may be, within fifteen (15) days after the final determination thereof; provided, however, that any indemnification owed by the Sellers to the Buyer Indemnitees pursuant to Section 9(b)(i)(A) may only be satisfied from the Escrow Funds pursuant to the terms of the Escrow Agreement.
Manner of Payment; Escrow. Any indemnification of the Purchaser Indemnified Parties or the Seller Indemnified Parties pursuant to this Section 6.2 shall be effected by wire transfer of immediately available funds from the Sellers (on a joint and several basis) or the Purchaser, as the case may be, to an account designated in writing by the applicable Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, within fifteen (15) days after the determination thereof that is binding on the Indemnitor (as defined below); provided, however, that any indemnification owed by any Seller to the Purchaser Indemnified Parties shall be satisfied out of the Escrow Account.
Manner of Payment; Escrow. (a) Any indemnification of the Buyer Indemnitees or the Seller Indemnitees pursuant to this Article 8 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account or accounts designated in writing by Buyer or the Representative, as the case may be, within 15 days after the determination thereof; provided, however, that, prior to the earlier of the date that is twenty-four (24) months after the Closing Date (the “Final Escrow Termination Date”) and the date on which the Escrow Funds are reduced to zero (0), any indemnification owed to the Buyer Indemnitees pursuant to Section 8.2 shall be satisfied solely from the remaining portion of the Escrow Amount.
