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 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. Contractor shall pay the Subcontractor for the performance of this Agreement, subject to the terms and limitations hereof, the sum as established in the Purchase Order. Additionally, Contractor shall include in its request to the Owner for reimbursement the value of all Work of the Subcontractor incorporated into the Project for which invoices have been timely and properly supplied by the Subcontractor and approved by the Contractor, all as set forth in the terms of this Agreement, and to pay to the Subcontractor the amount received by Contractor for the Subcontractor, less 10% retention and less any additional amounts provided for under this Agreement. No interest shall be paid on retention.
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:
i) December 14th, 2000 US$1.4 million ii) 28th February 2001 US$0.5 million iii) 30th November 2001 US$4.0 million iv) 30th November 2002 US$6.0 million Each payment shall be paid in cleared funds to Global Crossing's bank account details as notified to TINC from time to time.
b) In addition, interest on each payment delineated in subclause 5(a), above, shall accrue at a rate of 7.00% per annum, compounded annually, which interest must be paid in full on or prior to 30th November 2002, but may be prepaid in full or in part from time to time at the election of TINC.
c) In the event that TINC raises additional funding by way of public offering or investor financing it shall, where such sums are not required for demonstrable working capital purposes, use such sums to pay all or part (as reasonable in the circumstances) of the outstanding portion of the Agreed Amount.
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. 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:
(i) $250,000 to XCR, payable to XCR on the earlier of the signing of a letter of intent and an acquisition agreement providing for the Proposed Transaction;
(ii) to NQCI, an amount equal to the Agreed Amount less the sum of the Second Installment and the Third Installment, payable to NQCI within seven business days of receipt of the First Installment;
(iii) to XCR, the remainder of the First Installment;
(iv) to NQCI, the amount of the Second Installment, payable to NQCI within three business days of receipt of the Second Installment;
(v) to NQCI, the amount of the Third Installment, payable to NQCI within three business days of receipt of the Third Installment (the “Third NQCI Payment”); and
(vi) the remainder of the Proceeds shall be retained by XCR. Notwithstanding the foregoing or anything else set forth in this Memorandum, NQCI shall not be entitled to and shall not receive from the Proceeds an amount greater than the Agreed Amount; in the event that the payments to NQCI pursuant to this Section 4.1(c) exceed the Agreed Amount, XCR shall reduce the amount of the Third NQCI Payment by the amount that such payments exceed the Agreed Amount. In the event any of the Installments are paid by the third party in other than cash, NQCI shall receive its proportionate share of such consideration in accordance with the terms of this Section 4.
Payment of Agreed Amount. If the Sellers’ Representative (or, in the case of an Individual Claim, the applicable Indemnitor) or in the case of a Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitor, delivers a Response Notice to the Indemnitee during the Dispute
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 Securityholder Representative delivers to the Indemnified Party a Response Notice agreeing that the full Claimed Amount or an Agreed Amount is owed to the Indemnified Party or is deemed to have agreed that the full Claimed Amount to be owed, then (i) to the extent such amount is to be paid from the General Escrow Amount under Section 9.4(d), the Securityholder Representative and Buyer shall promptly notify the Escrow Agent thereof and the Escrow Agent shall pay the Claimed Amount or the Agreed Amount, as the case may be, to the Indemnified Party, and (ii) to the extent that the amount in the General Escrow Account is insufficient to cover such Claimed Amount or Agreed Amount (as the 505026976.1 case may be) or such amount is to be paid directly by the Indemnifying Parties under Section 9.4(d), within fifteen (15) Business Days calendar 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 Parties, in each case in accordance with Section 9.4(d) and subject to the limitations set forth herein.
