Common use of Payment of Agreed Amount Clause in Contracts

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. Subject to the term, conditions and limitation set forth in this Article XVIII, 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 Purchaser and the Selling Shareholders’ Representative 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 In relation only to claims in respect of the Fundamental Representations, 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 ShareRelevant Proportions, if applicable.

Payment of Agreed Amount. Subject If the Sellers’ Representative (or, in the case of an Individual Claim, to the term, conditions and limitation set forth in this Article X, if the Indemnifying Party applicable Indemnitor) delivers to the Indemnified Party a Response Notice to the Indemnitee during the Dispute Period agreeing that less than the full Claimed Amount or an Agreed Amount is owed to the Indemnified PartyIndemnitee, then during the Escrow Periodthen, 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 ten (4510) Business Days following the delivery of such Response Notice Notice: (i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Agreed Amount to the Indemnified Party, Indemnitee from the Indemnifying Parties shall pay Escrow Fund in accordance with this Section 11.6 and the Claimed Amount or Escrow Agreement; and (B) if the amount available in the Escrow Fund (minus amounts recoverable by Purchaser after application of its Setoff Rights) is insufficient to cover the full Agreed Amount, as the case may bethen, to the Indemnified Party, in each case subject to the limitations set forth herein provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Indemnity Share of the amount of such shortfall to the Indemnitee; and (ii) in the case of an Individual Claim, at Purchaser’s election in its sole discretion, (A)(1) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Agreed Amount to the Indemnitee from the Indemnitor’s Pro Rata Share of the Escrow Fund in accordance with their respective Indemnity this Section 11.6 and the Escrow Agreement; and (2) if the amount of such Indemnitor’s Pro Rata ShareShare available in the Escrow Fund is insufficient to cover the full Agreed Amount, if applicablethen, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Indemnity Share of the amount of such shortfall to the Indemnitee or (B) subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Agreed Amount to the Indemnitee.

Payment of Agreed Amount. Subject to If the termHolder Representative or the Parent, conditions and limitation set forth in this Article Xas applicable, if the Indemnifying Party delivers to the Purchaser Indemnified Party or Selling Shareholder Indemnified Party, as applicable, a Response Notice agreeing that the full Claimed Amount or an Agreed Amount is owed to the Purchaser Indemnified Party or Selling Shareholder Indemnified Party, as applicable, then (A) in the event of indemnification by an Indemnifying Person (i) during the Escrow Period or the Special IP Escrow Period, (1) the Indemnifying Party Holder Representative shall promptly notify the Escrow Agent thereof thereof, and (2) the Parent shall instruct the Escrow Agent 104H Trustee to release reduce the full Claimed Amount or the Agreed Amount, as applicable, Key Executive Indemnity (first from the applicable Escrow Fund Key Executive Indemnity that is vested consideration according to the terms of the Holdback Agreement (if any), and wire if such vested consideration is not sufficient to satisfy such Key Executive’s Indemnity Pro Rata Share of such Losses, then from the Key Executive Indemnity that is not vested consideration) by the aggregate amount of such Key Executive’s Indemnity Pro Rata Share of such Losses (such amount not to the applicable Indemnified Party. With respect to exceed in any payment hereunder, as long as any amount remains event in the Escrow Fund in accordance with aggregate the terms hereofKey Executive’s Indemnity Pro Rata Share of the Aggregate Indemnity Amount) and the Key Executive shall have forfeited such portion of his Key Executive Share Consideration, indemnification shall be sought from the Escrow Fund. Only and (ii) after the expiration of the Escrow Period and the Special IP Escrow Period, and provided that no amount remains in the Escrow Fund in accordance with the terms hereof, then within forty-five thirty (4530) Business Days calendar days following the delivery of such Response Notice to the Purchaser Indemnified Party, the applicable Indemnifying Parties Persons shall transfer to the Purchaser Indemnified Party such number of Consideration Shares equal to the Claimed Amount or the Agreed Amount (the number of which shall be calculated in accordance with (d)Section 2.06(d)) and any amount in excess of the value of the Consideration Shares held by such Indemnifying Person with respect to the Losses shall be paid by such Indemnifying Person in cash, as the case may be, to the Purchaser Indemnified Party, in each case subject to the limitations set forth herein, and (B) in the event of indemnification by the Parent, then within thirty (30) calendar days following the delivery of such Response Notice to Selling Shareholder Indemnified Party and the Holder Representative, the Parent shall pay the Claimed Amount or the Agreed Amount, as the case may be, by issuing additional Consideration Shares to the Selling Shareholder Indemnified PartyParty (the number of which shall be calculated in accordance with (d)Section 2.06(d)), in each case subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share, if applicableherein.

Payment of Agreed Amount. Subject to the term, conditions and limitation set forth in this Article ARTICLE X, if the Indemnifying Party 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 during the applicable Escrow Period, the Indemnifying Party Holder Representative 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 Purchaser Indemnified Party. With respect to any payment hereunder, as long as any amount remains in the Escrow Fund in accordance with the terms hereofFund, indemnification shall be sought from the Escrow FundFund (and first, from any cash component of the Escrow Fund and then from any Consideration Shares deposited therein). Only after the expiration of the Escrow Period, and provided that no amount remains in the Escrow Fund in accordance with the terms hereofFund, then within forty-five (45) Business Days following the delivery of such Response Notice to the Purchaser Indemnified Party, the Indemnifying Parties 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 and in accordance with their respective Indemnity Pro Rata Share, if applicable.

Payment of Agreed Amount. Subject to the term, conditions and limitation set forth in this Article X, if If the Indemnifying Party delivers to the Indemnified Party a Response Notice agreeing that less than the full Claimed Amount or an Agreed Amount is owed to the Indemnified PartyIndemnitee, then during the Escrow Period, (if the Indemnifying Party shall promptly notify is a Selling Shareholder), (i) prior to the Escrow Agent thereof and instruct payment of the Escrow Agent to release the full Claimed Amount IPO Payment or the Agreed AmountNon-IPO Payment, as applicable, from Purchaser shall within five (5) Business Days setoff the applicable Escrow Fund and wire Agreed Amount due to such amount to Indemnitee against the applicable Indemnified Party. With respect to any payment hereunderdue IPO Payment or Non-IPO Payment, as long as any applicable, and the amount remains of the shares held in escrow by the Escrow Agent shall be reduced proportionately; or (ii) during the Escrow Period the Escrow Agent shall pay the Agreed Amount from the Escrow Fund within five (5) Business Days, provided that, to the extent that the Agreed Amount cannot be setoff in accordance with full out of the terms hereofportion of the IPO Payment or Non-IPO Payment, indemnification shall be sought as applicable, or satisfied from the Escrow Fund. Only after Fund attributable to such indemnifying Selling Shareholder, or if the expiration of IPO Payment or Non-IPO Payment, as applicable, has been paid and the Escrow PeriodPeriod has expired, and provided or if the Indemnifying Party is Purchaser, the particular Indemnifying Party(ies) that no amount remains in the Escrow Fund in accordance with the terms hereofis/are responsible for satisfying such claim shall, then within forty-five (455) Business Days following the delivery of such the Response Notice pay the balance of the Agreed Amount 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 Indemnitee subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share, if applicablethis Section 8.

Payment of Agreed Amount. Subject to If the termSellers’ Representative (or, conditions and limitation set forth in this Article Xthe case of an Individual Seller Claim, if the Indemnifying Party applicable Seller) delivers to the Indemnified Party a Response Notice to the Indemnitee during the Dispute Period agreeing that the full Claimed Amount or an Agreed Amount is owed to the Indemnified PartyIndemnitee, then during then, subject to the Escrow Periodlimitations provided for in Section 8, Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the Indemnifying Party applicable Seller) shall promptly notify instruct the Escrow Agent thereof to pay the Agreed Amount to the Indemnitee from (i) in the case of a claim under Section 8.2(b)(ii) or Section 8.2(b)(iii), the Special Indemnity Escrow Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, in accordance with this Section 8.6 and the Escrow Agreement; provided, however, that if, with respect to this clause (ii), the Remaining Available Indemnity Escrow Amount is insufficient to cover the full Agreed Amount, then (i) Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall 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 Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to in Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv) or are otherwise covered by the R&W Insurance Policy, the Indemnitee shall recover the shortfall from and against the R&W Insurance Policy and (iii) if (A) it has been finally determined that the remainder of such shortfall exceeds the remaining amount of coverage under the R&W Insurance Policy, or (B) the Indemnitee’s Damages are with respect to (x) any payment hereundermatter set forth in Section 8.2 other than Section 8.2(a)(i), as long as any amount remains Section 8.2(b)(i) or Section 8.2(b)(iv) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the Escrow Fund in accordance with case of a Collective Sellers Claim, the terms hereofSellers shall, 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 ten (4510) Business Days following the delivery of such Response Notice Notice, pay the amount of such shortfall to the Indemnified PartyIndemnitee based on their respective Pro Rata Percentages of such shortfall amount, and (2) in the case of an Individual Seller Claim, the Indemnifying Parties applicable Seller shall pay the Claimed Amount or the Agreed Amount, as the case may be, amount of such shortfall 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 applicableIndemnitee.

Payment of Agreed Amount. Subject If the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the termapplicable Indemnitor or (ii) an Institutional Seller Claim, conditions and limitation set forth in this Article X, if the Indemnifying Party delivers to the Indemnified Party Institutional Sellers) delivers a Response Notice to the Indemnitee during the Dispute Period agreeing that less than the full Claimed Amount or an Agreed Amount is owed to the Indemnified PartyIndemnitee, then during the Escrow Periodthen, 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) 10 Business Days following the delivery of such Response Notice Notice: (i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Agreed Amount to the Indemnified Party, Indemnitee from the Indemnifying Parties shall pay Indemnity Escrow Amount in accordance with this Section 11.6 and the Claimed Escrow Agreement; and (B) if the amount available in the Indemnity Escrow Amount or is insufficient to cover the full Agreed Amount, as the case may bethen, to the Indemnified Party, in each case subject to the limitations set forth herein provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Share of the amount of such shortfall to the Indemnitee; (ii) in the case of an Individual Claim, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Agreed Amount to the Indemnitee; or (iii) in the case of an Institutional Seller Claim, subject to the limitations provided for in Section 11.3(e), Purchaser and the Institutional Sellers shall instruct the Escrow Agent to pay the Agreed Amount to the Indemnitee from the Special Escrow Amount in accordance with their respective Indemnity Pro Rata Share, if applicablethis Section 11.6 and the Escrow Agreement.