Payment of Agreed Amount. Subject to the term, conditions and limitation set forth in this Article X, if the Indemnifying Party delivers to the Indemnified Party a Response Notice agreeing that the full Claimed Amount or an Agreed Amount is owed to the Indemnified Party, then during the Escrow Period, the Indemnifying Party shall promptly notify the Escrow Agent thereof and instruct the Escrow Agent to release the full Claimed Amount or the Agreed Amount, as applicable, from the applicable Escrow Fund and wire such amount to the applicable Indemnified Party. With respect to any payment hereunder, as long as any amount remains in the Escrow Fund in accordance with the terms hereof, indemnification shall be sought from the Escrow Fund. Only after the expiration of the Escrow Period, and provided that no amount remains in the Escrow Fund in accordance with the terms hereof, then within forty-five (45) Business Days following the delivery of such Response Notice to the Indemnified Party, the Indemnifying Parties shall pay the Claimed Amount or the Agreed Amount, as the case may be, to the Indemnified Party, in each case subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share, if applicable.
Payment of Agreed Amount. If the Holder Representative delivers a Response Notice agreeing that less than the full Claimed Amount is owed to the Indemnitee, then: (i) in the case of an Escrow Claim, Purchaser and Holder Representative shall, within three (3) Business Days following the receipt of such Response Notice, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Agreed Amount to such Indemnitee from the Escrow Fund; and (ii) in the case of a Direct Claim, the Executing Selling Shareholders shall, subject to the provisions set forth in Section 10.2(d), shall, within 20 days following the receipt of such Response Notice, pay the Agreed Amount to the Indemnitee.
Payment of Agreed Amount. If the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) delivers a Response Notice to the Indemnitee during the Dispute Period agreeing that less than the full Claimed Amount is owed to the Indemnitee, then, within 10 Business Days following the delivery of such Response Notice:
Payment of Agreed Amount. Pursuant to the terms of the Proposed Transaction, the third party will pay XCR $250,000 upon the earlier of the signing of a letter of intent and an acquisition agreement providing for the Proposed Transaction, approximately 50% (less the foregoing $250,000) of the Proceeds payable in cash to XCR upon the closing of the Proposed Transaction (the “First Installment”), approximately 25% of such Proceeds such number of months after the consummation of the Proposed Transaction as is specified in the Transaction Agreements (the “Second Installment”) and 25% of such Proceeds about 12 months after the payment of the Second Installment) (the “Third Installment”, and collectively with the First Installment and the Second Installment, the “Installments”). The Proceeds shall be allocated as follows:
Payment of Agreed Amount. If the Securityholders’ Agent delivers a Response Notice to the Indemnitee during the Dispute Period agreeing that less than the full Claimed Amount is owed to the Indemnitee, then: (i) Parent shall be entitled to retain indefinitely, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (1) the Agreed Amount, divided by (2) the Holdback Parent Trading Price; and (ii) if the amount available in the Indemnity Holdback is insufficient to cover the full Agreed Amount, then, subject to the limitations provided for in Section 9.3(c), each Indemnitor shall, within 10 Business Days following the delivery of such Response Notice, pay such Indemnitor’s Indemnification Percentage of the amount of such shortfall to the Indemnitee.
Payment of Agreed Amount. If the Holder Representative delivers to the Purchaser Indemnified Party a Response Notice agreeing that the full Claimed Amount or an Agreed Amount is owed to the Purchaser Indemnified Party, then (i) during the Escrow Period the Holder Representative shall promptly notify the Escrow Agent thereof, and (ii) after expiration of the Escrow Period, within fifteen (15) calendar days following the delivery of such Response Notice to Purchaser Indemnified Party, the Indemnifying Persons shall pay the Claimed Amount or the Agreed Amount, as the case may be, to the Purchaser Indemnified Party, in each case subject to the limitations set forth herein. 71
Payment of Agreed Amount. If the Company delivers a Response Notice to the Indemnitee during the Dispute Period agreeing that less than the full Claimed Amount is owed to the Indemnitee (the “Agreed Amount”), then the Company shall, within 10 Business Days following the delivery of such Response Notice, pay the Agreed Amount to the Indemnitee. (e)
Payment of Agreed Amount. If the Sellers’ Representative delivers a Response Notice to Purchaser during the Dispute Period agreeing that less than the full Claimed Amount is owed to the Purchaser Indemnified Party, then, subject to the limitations contained in Section 9.4, (i) to the extent the Agreed Amount is for a claim pursuant to Section 9.3(a)(i), the Sellers’ Representative shall, within ten Business Days following the delivery of such Response Notice, pay the Agreed Amount to the Purchaser Indemnified Party, and (ii) to the extent the Agreed Amount is for a claim pursuant to Section 9.3(a)(ii), Purchaser and the Sellers’ Representative shall, within ten Business Days following the delivery of such Response Notice, instruct the Escrow Agent to pay the Agreed Amount to the Purchaser Indemnified Party from the Purchase Price Adjustment Escrow Fund.
Payment of Agreed Amount a) TINC will pay or cause to be paid to Global Crossing the following sums according by the dates indicated below:
Payment of Agreed Amount. If the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) delivers a Response Notice to the Indemnitee during the Dispute Period agreeing that less than the full Claimed Amount is owed to the Indemnitee (the “Agreed Amount”), then: (i) in the case of a §9.2(a) Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Agreed Amount to the Indemnitee from the Escrow Fund in accordance with this Section 9.6 and the Escrow Agreement; and (B) if the Remaining Available Escrow Amount is insufficient to cover the full Agreed Amount, then, subject to the limitations provided for in Section 9.3(d), each Seller shall, within 10 Business 32
