Payment of Uncontested Amounts Sample Clauses
POPULAR SAMPLE Copied 2 times
Payment of Uncontested Amounts. (i) If the Securityholders’ Representative delivers a Response Notice to the Indemnified Party agreeing that the full Claimed Amount is owed to the Indemnified Party or the Securityholders’ Representative does not deliver a Response Notice during the Dispute Period (an “Uncontested Amount”), then: (A) the lesser of the Then Remaining Escrow Amount (as defined below) and the entire Claimed Amount shall be released from the Escrow Fund; and (B) if the Then Remaining Escrow Amount is less than the Claimed Amount, the Indemnifying Securityholders shall, within ten (10) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period, pay the amount of such shortfall to Parent, subject to the limitations set forth in this Article IX and in a manner permitted by this Article IX. The “Then Remaining Escrow Amount” shall mean the amount by which the value of the Escrow Fund (determined in accordance with Section 9.6(f)(i)) exceeds the sum of all amounts previously deemed or determined to be due and owing to any Indemnified Party pursuant to this Article IX.
Payment of Uncontested Amounts. Subject to Section 8.4, the entire amount of any Indemnity Claim hereunder or, if and so long as any portion of such amount is unknown or contested by the Indemnifying Party, the known and uncontested amount of such claim, shall be paid by the Indemnifying Party promptly (but in no event more than thirty (30) days after such amount is known and uncontested). Subject to Section 8.4, any amount owed by the Indemnifying Party hereunder with respect to any such claim may be set-off by the Indemnified Party against any amounts owed by the Indemnified Party to the Indemnifying Party pursuant to this Agreement or otherwise.
Payment of Uncontested Amounts. (i) If the Securityholders’ Representative delivers a Response Notice to the Indemnified Party agreeing that the full Claimed Amount is owed to the Indemnified Party or the Securityholders’ Representative does not deliver a Response Notice during the Dispute Period (an “Uncontested Amount”), then: (A) the lesser of the Then Remaining Escrow Amount (as defined below) and the entire Claimed Amount shall be released from the Escrow Fund; and (B) if the Then Remaining Escrow Amount is less than the Claimed Amount, the Indemnifying Securityholders shall, within ten (10) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period, pay the amount of such shortfall to Parent, subject to the limitations set forth in this Article IX and in a manner permitted by this Article IX. The “Then Remaining Escrow Amount” shall mean the amount by which the value of the Escrow Fund (determined in accordance with Section 9.6(f)(i)) exceeds the sum of all amounts previously deemed or determined to be due and owing to any Indemnified Party pursuant to this Article IX.