Common use of Payments; Indemnification Escrow Fund Clause in Contracts

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds (or, if Buyer is the Indemnified Party, Buyer may set-off such Loss against the next applicable Earn-Out Payment, as set forth in Section 2.08(g) herein). The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding. (b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII shall be satisfied: (i) from the Indemnification Escrow Fund; and (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from Sellers.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIIIVI, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds (or, if Buyer is the Indemnified Party, Buyer may set-off such Loss against the next applicable Earn-Out Payment, as set forth in Section 2.08(g) herein)funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to five percent (5%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding. (b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII VI shall be satisfied: (i) first from the Indemnification Escrow Fund, other than Losses relating to the ICP Program which shall be satisfied from the ICP Escrow Fund; and (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from SellersSeller. For the avoidance of doubt, the ICP Escrow Amount shall be available solely for purposes of satisfying Losses arising pursuant to Section 6.02(f).

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to ARTICLE VI or this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within 15 ten Business Days of such agreement or final, non-appealable adjudication adjudication, as provided for by Section 8.06(b) or by wire transfer of immediately available funds (or, if Buyer is the Indemnified Party, Buyer may set-off such Loss against the next applicable Earn-Out Payment, as set forth in Section 2.08(g) herein)funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 ten Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding and including the date such payment has been made at a rate per annum equal to 5%five percent. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of calendar days elapsed, without compounding. (b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII shall be satisfied: (i) paid by the Escrow Agent pursuant to the terms of the Escrow Agreement from the Indemnification Escrow Fund; Fund and (ii) to the extent such amounts exceed the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from SellersSeller in accordance with Section 8.06(a). (c) In any Action relating to a dispute of a claim made for indemnification pursuant to ARTICLE IV or this ARTICLE VIII (including claims by Buyer for payment from the Indemnification Escrow Fund in accordance with the Escrow Agreement), the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other reasonable costs and expenses incurred in connection with such Action from the other party.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to ARTICLE VI or this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within 15 ten Business Days of such agreement or final, non-appealable adjudication adjudication, as provided for by Section 8.06(b) or by wire transfer of immediately available funds (or, if Buyer is the Indemnified Party, Buyer may set-off such Loss against the next applicable Earn-Out Payment, as set forth in Section 2.08(g) herein)funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 ten Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding and including the date such payment has been made at a rate per annum equal to 5%five percent. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of calendar days elapsed, without compounding. (b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII shall be satisfied: (i) paid by the Escrow Agent pursuant to the terms of the Escrow Agreement from the Indemnification Escrow Fund; Fund and (ii) to the extent such amounts exceed the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from SellersSeller in accordance with Section 8.06(a). (c) In any Action relating to a dispute of a claim made for indemnification pursuant to ARTICLE IV or this ARTICLE VIII (including claims by Buyer for payment from the Indemnification Escrow Fund in accordance with the Escrow Agreement), the prevailing party shall be entitled to recover its reasonable attorneys' fees and other reasonable costs and expenses incurred in connection with such Action from the other party.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIIIVII, the Indemnifying Party shall satisfy its obligations within 15 fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds (or, if Buyer is the Indemnified Party, Buyer may set-off such Loss against the next applicable Earn-Out Payment, as set forth in Section 2.08(g) herein)funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 fifteen (15) Business Day period, any amount amounts payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding to, and including, the date such payment has been made at a rate per annum equal to 5ten percent (10%). Such interest shall be calculated daily on the basis of a 365 three hundred sixty-five (365) day year and the actual number of days elapsed, without compounding. (b) . Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII VII shall be satisfied: (i) from the Indemnification Escrow Fund; and (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from the Sellers. Without limiting the foregoing, Buyer shall have the right, but not the obligation, to offset all amounts owed to Buyer hereunder against any other amounts payable by Buyer to Sellers under this Agreement, including without limitation the payments of any Earn-Out pursuant to Section 2.06, or under any of the other agreements or instruments entered into in connection with the transactions contemplated herein.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIIIIX, the Indemnifying Party shall satisfy its obligations within 15 ten (10) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds (or, if Buyer is the Indemnified Party, Buyer may set-off such Loss against the next applicable Earn-Out Payment, as set forth in Section 2.08(g) herein)funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 a ten (10) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to five percent (5%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding. (b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII IX shall initially be satisfied: (i) satisfied from the Indemnification Escrow Fund; and (ii) Fund and, to the extent such amounts exceed the amount balance of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from SellersSeller Parties, jointly and severally. (c) Except with respect to bad faith or willful misconduct of the Buyer or the Company following the Closing Date that prejudices a Seller Party's defense of an Indemnified Claim or results in an increase in the amount of an Indemnified Claim, the Sellers Parties will have no right to seek contribution from Buyer or the Company with respect to all or any part of any Seller Party's indemnification obligations under this ARTICLE IX or ARTICLE VII.