Common use of Payment of Claimed Amount Clause in Contracts

Payment of Claimed Amount. If (x) the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the Indemnitee or (y) the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, within ten (10) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period: (i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Claimed Amount to the Indemnitee from the Escrow Fund in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Escrow Fund (minus amounts actually recovered by Purchaser after application of its Setoff Rights) is insufficient to cover the full Claimed Amount, then, 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; and (ii) in the case of an Individual Claim, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Claimed Amount to the Indemnitee.

Payment of Claimed Amount. If If: (xa) the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) Addressee delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount or an Agreed Amount is owed to the Indemnitee Indemnified Party; or (yb) the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) Addressee does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, subject to the limitation of liability provisions contained herein, the following shall occur, subject to ‎Section 10.04(f): (i) if the Indemnified Party is a Purchaser Indemnified Party, the Escrow Agent shall disburse to such Purchaser Indemnified Party the Claimed Amount or the Agreed Amount (and in the event of cash amount, through the Purchaser’s Account, as defined in the Escrow Agreement), as applicable, calculated pursuant ‎Section 2.05(b) above, within ten five (105) Business Days following the earlier of the delivery of such Response Notice or the expiration end of the Dispute Period: (i) , out of the relevant Selling Shareholder's part in the case respective Escrowed Funds; provided that with respect to any cash component that is deposited in the Escrowed Funds on behalf of a Collective Claim: (A) Selling Shareholder who is an Indemnifying Party, the Purchaser and the Sellers’ Representative shall may instruct the Escrow Agent to pay release to the Purchaser first the cash component and then, if the cash component is lower than the Claimed Amount to or the Indemnitee from the Escrow Fund in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Escrow Fund (minus amounts actually recovered by Purchaser after application of its Setoff Rights) is insufficient to cover the full Claimed Agreed Amount, thenas applicable, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Indemnity Share of the amount shares component of such shortfall to the Indemnitee; andIndemnifying Party's respective Escrowed Funds. (ii) in In the case event of an Individual Claima Claimed Amount which was required due to a breach of a Sellers Fundamental Representation or due to willful breach, subject intentional misrepresentation or fraud by a Selling Shareholder- if the respective Escrowed Funds disbursed to Purchaser pursuant to ‎Section 10.04(c)(i) shall not be sufficient to satisfy the limitations provided for in Section 11.3Claimed Amount or the Agreed Amount, the applicable Indemnitor relevant Selling Shareholder shall pay the Purchaser its respective Participation Portion of the excess of the Agreed Amount or Claimed Amount, as applicable, over the disbursed Escrowed Funds within three (3) calendar days following the end of the Dispute Period. (iii) if the Indemnified Party is a Selling Shareholder Indemnified Party, the Purchaser shall pay such Indemnified Party the Agreed Amount to or Claimed Amount, as applicable, within three (3) calendar days following the Indemniteeend of the Dispute Period.

Payment of Claimed Amount. If If: (xa) the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) Indemnifying Party delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the Indemnitee Indemnitee; or (yb) there is a Deemed Acceptance, then (if the Sellers’ Representative Indemnifying Party is a Selling Shareholder), (ori) prior to the payment of the IPO Payment or Non-IPO Payment, as applicable, Purchaser shall within five (5) Business Days setoff the Claimed Amount due to the Indemnitee against the due IPO Payment or Non-IPO Payment, as applicable, and the amount of the shares held in escrow by the case of an Individual ClaimEscrow Agent shall be reduced proportionately; or (ii) during the Escrow Period the Escrow Agent shall pay the Claimed Amount from the Escrow Fund within five (5) Business Days, provided that, to the extent that the Claimed Amount cannot be setoff in full out of the portion of the IPO Payment or Non-IPO Payment, as applicable Indemnitoror satisfied from the Escrow Fund attributable to such indemnifying Selling Shareholder, or if the IPO Payment or Non-IPO Payment, as applicable, has been paid and the Escrow Period has expired, or if the Indemnifying Party is Purchaser, the particular Indemnifying Party(ies) does not deliver a Response Notice to the Indemnitee during the Dispute Period, thenthat is/are responsible for satisfying such claim shall, within ten five (105) Business Days following the earlier of the delivery of such Response Notice or the expiration occurrence of the Dispute Period: (i) in Deemed Acceptance, pay the case balance of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Claimed Amount to the Indemnitee from the Escrow Fund in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Escrow Fund (minus amounts actually recovered by Purchaser after application of its Setoff Rights) is insufficient to cover the full Claimed Amount, then, subject to the limitations provided for set forth in this 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, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Claimed Amount to the Indemnitee8.

Payment of Claimed Amount. If (x) the Sellers’ Representative (or, in the case of an Individual Seller Claim, to the applicable IndemnitorSeller) delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the Indemnitee or (y) the Sellers’ Representative (orIndemnitee, in the case of an Individual Claim, then subject to the applicable Indemnitor) does not deliver a Response Notice to the Indemnitee during the Dispute Periodlimitations provided for in Section 8, then, within ten (10) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period: (i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Claimed 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 Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, in accordance with this Section 11.6 8.6 and the Escrow Agreement; and (B) provided, however, that if the amount available in the Remaining Available Indemnity Escrow Fund (minus amounts actually recovered by Purchaser after application of its Setoff Rights) Amount is insufficient to cover the full Claimed Amount, then, subject then (i) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to release to the limitations provided for Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to in Section 11.38.2(a)(i), each Indemnitor 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 matter set forth in Section 8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(b)(v) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the case of Collective Sellers Claim, the Sellers shall, within ten (10) Business Days following the delivery of such Response Notice, pay the amount of such shortfall to the Indemnitee based on their respective Pro Rata Percentages of such shortfall amount, and (2) in the case of an Individual Seller Claim, the applicable Seller 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, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Claimed Amount to the Indemnitee.

Payment of Claimed Amount. If (x) the Sellers’ Representative (or, in the case of an Individual Claim, to 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 agreeing that the full Claimed Amount is owed to the Indemnitee or (y) the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) or in the case of a Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitor, does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, as promptly as practicable and in any event within ten (10) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period: : (i) in the case of a Collective Claim or Specified Tax Indemnity Claim: (A) Purchaser and either the Sellers’ Representative or the Specified Tax Indemnitors, as applicable, shall instruct issue joint written instructions to the Escrow Agent to pay the Claimed Amount to the Indemnitee from the Escrow Fund or Tax Escrow Fund, as applicable, in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Escrow Fund (minus amounts actually recovered by Purchaser after application of its Setoff Rights) or Tax Escrow Fund, as applicable, is insufficient to cover the full Claimed Amount, then, subject to the limitations and restrictions provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Indemnity Share or each Specified Tax Indemnitor shall pay his or her Specified Escrow Pro Rata Share, as applicable, of the amount of such shortfall to the Indemnitee; and (ii) in the case of an Individual Claim, subject subject, for the avoidance of doubt, to the limitations and restrictions provided for in Section 11.3, then only the applicable Indemnitor shall pay be liable towards the relevant Indemnitee with respect to any Claimed Amount to underlying the Indemniteerelevant Individual Claim.

Payment of Claimed Amount. If (x) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable IndemnitorIndemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the Indemnitee or (y) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable IndemnitorIndemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, within ten (10) 10 Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period: (i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Claimed Payable Amount to the Indemnitee from the Indemnity Escrow Fund Amount in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Indemnity Escrow Fund (minus amounts actually recovered by Purchaser after application of its Setoff Rights) Amount is insufficient to cover the full Claimed Payable Amount, then, 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; and; (ii) in the case of an Individual Claim, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Claimed Payable 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 Payable Amount to the Indemnitee from the Special Escrow Amount in accordance with this Section 11.6 and the Escrow Agreement.

Payment of Claimed Amount. If If: (xa) the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) Addressee delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount or an Agreed Amount is owed to the Indemnitee Indemnified Party; or (yb) the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) Addressee does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, subject to the limitation of liability provisions contained herein, the following shall occur, subject to Section 10.04(f) : (i) if the Indemnified Party is a Purchaser Indemnified Party, the Escrow Agent shall disburse to such Purchaser Indemnified Party the Claimed Amount or the Agreed Amount (and in the event of cash amount, through the Purchaser’s Account, as defined in the Escrow Agreement), as applicable, calculated pursuant Section 2.05(b) above, within ten five (105) Business Days following the earlier of the delivery of such Response Notice or the expiration end of the Dispute Period: (i) , out of the relevant Selling Shareholder's part in the case respective Escrowed Funds; provided that with respect to any cash component that is deposited in the Escrowed Funds on behalf of a Collective Claim: (A) Selling Shareholder who is an Indemnifying Party, the Purchaser and the Sellers’ Representative shall may instruct the Escrow Agent to pay release to the Purchaser first the cash component and then, if the cash component is lower than the Claimed Amount to or the Indemnitee from the Escrow Fund in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Escrow Fund (minus amounts actually recovered by Purchaser after application of its Setoff Rights) is insufficient to cover the full Claimed Agreed Amount, thenas applicable, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Indemnity Share of the amount shares component of such shortfall to the Indemnitee; andIndemnifying Party's respective Escrowed Funds. (ii) in In the case event of an Individual Claima Claimed Amount which was required due to a breach of a Sellers Fundamental Representation or due to willful breach, subject intentional misrepresentation or fraud by a Selling Shareholder- if the respective Escrowed Funds disbursed to Purchaser pursuant to Section 10.04(c)(i) shall not be sufficient to satisfy the limitations provided for in Section 11.3Claimed Amount or the Agreed Amount, the applicable Indemnitor relevant Selling Shareholder shall pay the Purchaser its respective Participation Portion of the excess of the Agreed Amount or Claimed Amount, as applicable, over the disbursed Escrowed Funds within three (3) calendar days following the end of the Dispute Period. (iii) if the Indemnified Party is a Selling Shareholder Indemnified Party, the Purchaser shall pay such Indemnified Party the Agreed Amount to or Claimed Amount, as applicable, within three (3) calendar days following the Indemniteeend of the Dispute Period.