Payment from Escrow. Notwithstanding anything herein to the contrary, any indemnification for Damages required to be paid by Seller to Buyer pursuant to Section 10.4(a), shall be funded first from the Escrowed Amount in accordance with the Escrow Agreement.
Payment from Escrow. Amounts shall be paid out from said escrow account established pursuant to Section 14.01 from time to time upon the certification of Tenant’s architect that said amount is being applied to the payment of the reconstruction or repair at a reasonable cost therefor and that the disbursement then requested, plus all previous disbursements and the amount of any applicable “deductible” do not exceed the cost of the repair or restoration already completed and paid for, and that the balance in said escrow account is sufficient to pay for the estimated cost of completing the repair or restoration. If the insurance proceeds shall be less than the cost of repair or restoration, Tenant shall pay the excess cost.
Payment from Escrow. All indemnification obligations of the Sellers under Section 10.4 or this Article 11 shall be satisfied first out of funds on deposit in the Escrow Account in accordance with the terms of the Escrow Agreement.
Payment from Escrow. As promptly as is practicable after a Claim is deemed to be an Allowed Claim, or if at the time a Notice of Indemnification Claim with respect to such Claim was given in accordance with Section 5(a), such Claim was not liquidated in amount, then as promptly as practicable after such Claim is so liquidated and written notice thereof is given by the Buyer to the Seller and the Escrow Agent, the Escrow Agent shall release from escrow and deliver to the Buyer the amount of any Escrowed Money in the Indemnification Escrow Fund or, at Seller's option, Escrowed Securities, up to the amount of the Allowed Claim and, if such amount is not sufficient to satisfy the Allowed Claim, a number of Escrowed Securities or, at Seller's option, Escrowed Money sufficient to satisfy any remaining unpaid portion of such Allowed Claim, together with a stock power dated and completed by the Escrow Agent pursuant to Section 3(b)(i) hereof for transfer of such Escrowed Securities to the Buyer. Seller may exercise any such option by written notice to Escrow Agent prior to the first day on which Escrow Agent may deliver any such Escrowed Securities or Escrowed Money to Buyer.
Payment from Escrow. If any amount owed to HKS under Section 4.13.3 remains unpaid ten days after written demand, HKS shall have the right to withdraw from the escrow account maintained pursuant to the Escrow Agreement, the amount that is due and unpaid. If any amount owed to the ESOP under section 4.13.3 remains unpaid ten days after written demand, HKS shall have the right to withdraw from the escrow account maintained pursuant to the Escrow Agreement, the amount that is due to the ESOP and unpaid, and HKS shall immediately remit the same to the ESOP.
Payment from Escrow. Notwithstanding anything herein to the contrary, any Indemnifiable Claim required to be paid by Seller to Buyer pursuant to this Article VIII, shall be funded from the Escrowed Shares in accordance with the Escrow Agreement; provided, however, that after the exhaustion of the Escrowed Shares or termination of the Escrow Agreement, all Indemnifiable Claims for violations or breaches of the representations, warranties, covenants or agreements contained in Sections 2.8, 2.9, 3.1, 3.2, 3.3, 3.23, 3.30, 5.2, 5.6, 5.10, 5.11, and 8.1(b) shall be made, and only claims relating to Sections 2.8, 2.9, 3.1, 3.2, 3.3, 3.23, 3.30, 5.2, 5.6, 5.10, 5.11, and 8.1(b) may be made, subject to Section 8.4, against Seller directly. For purpose of the payment of Indemnifiable Claims out of the Escrowed Shares, each Escrowed Share shall be deemed to have a value equal to the Closing Price Per Share.
Payment from Escrow. If Sellers fail to pay when due the Retention Adjustment Amount or any portion thereof, then, in addition to any other rights and remedies available to Buyer, Buyer shall have the right to receive the Retention Adjustment Amount from the Escrow Amount, subject to and in accordance with the terms of this Agreement and the Escrow Agreement (and, upon the request of Buyer, Sellers will sign and deliver joint instructions to the Escrow Agent directing the Escrow Agent to pay the Retention Adjustment Amount to Buyer).
Payment from Escrow. If Dohmxx xxxll make a timely Notice of Objection containing an admission of any portion of the Losses or Expenses related to any claim asserted in the Notice of Claim, the Escrow Agent shall pay to Buyer from the available Escrowed Funds such portion of the Losses and Expenses identified as expressly admitted in such Notice of Claim in the amount so admitted. If a Notice of Objection by Dohmxx xx received by the Escrow Agent, except for Losses and Expenses so expressly admitted by Dohmxx xx a Notice of Objection, the Escrow Agent shall make no payments from the Escrowed Funds to any Buyer Group Member unless and until such Buyer Group Member’s entitlement to indemnification, as well as the amount of indemnification to which such Buyer Group Member shall be entitled, under this Article VIII, shall have been determined by either: (i) the written agreement of Buyer (on behalf of itself and the Buyer Group Members) and Dohmxx (xx behalf of itself and its Affiliates); or (ii) a final and nonappealed judgment or decree of any court of competent jurisdiction. After any such determination in favor of such Buyer Group Member of both the entitlement to and the amount of indemnification, Buyer and Dohmxx xxxll promptly provide joint written instructions to the Escrow Agent regarding the disbursement of available Escrowed Funds to satisfy the amount of indemnification to which such Buyer Group Member’s entitlement has been so established.
