Recourse to Escrow Sample Clauses
The 'Recourse to Escrow' clause establishes the conditions under which parties to an agreement may access or claim funds held in escrow. Typically, this clause outlines the specific events or breaches that permit a party to request disbursement from the escrow account, such as failure to meet contractual obligations or unresolved disputes. By clearly defining when and how escrowed funds can be accessed, the clause provides a mechanism for enforcing the contract and protecting the interests of both parties, thereby reducing the risk of non-performance or financial loss.
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Recourse to Escrow. Subject to Section 10.3(d), recourse by Parent to the then remaining Escrow Amount in the Escrow Fund shall be Parent’s sole and exclusive remedy for monetary Damages resulting from the matters referred to in Section 10.2(a) and in no event shall Parent have the right to collect any payment or other consideration from any Securityholder in respect of such Damages or otherwise exercise any other right or remedy against any Securityholder under this Agreement, any certificate or document executed and delivered pursuant to this Agreement, applicable law or otherwise in respect of such Damages.
Recourse to Escrow. Subject to Section 9.3(d), recourse by the Indemnitees to the Escrow Fund shall be the Indemnitees’ sole and exclusive remedy for monetary Damages resulting from the matters referred to in Section 9.2(i).
Recourse to Escrow. (i) Following the Closing, subject to Section 11.02(e), recourse to the funds held in the Escrow Fund shall be a Purchaser’s Indemnitee’s sole and exclusive remedy for monetary damages resulting from the matters referred to in Section 11.02(a) or any other matter relating to this Agreement and the Transactions contemplated hereby. (ii) Purchaser may elect that amounts payable to the Purchaser’s Indemnitees as Damages pursuant to this Article XI shall first be paid from the Escrow Fund as set forth in Section 11.02(a)(i) above.
Recourse to Escrow. (i) Subject to Section 4.3(d), recourse by the Indemnitees to the Escrow Property shall be the Indemnitees’ sole and exclusive remedy for monetary Damages resulting from the matters referred to in Section 4.2.
(ii) Notwithstanding anything to the contrary in this Agreement, the total amount of indemnification payments that any of the Indemnitors can be required to make to the Indemnitees pursuant to item 1 of Schedule 4.2(a)(iii) shall be limited to such Indemnitor’s pro rata portion of $1,000,000 (based on the pro rata portion of the Merger Consideration payable to all Indemnitors).
(iii) The Indemnitees’ first source of recovery for indemnification claims under Section 4.2 shall be recourse against the Escrow Property (and the Stockholders’ Agent may elect, or if no such election is made, Parent may elect, whether recovery from the Escrow Fund for such claims is in the form of Escrow Shares, Escrow Cash or a combination thereof, so long as the full amount of the indemnification obligation is satisfied); claims may only be made directly against the Indemnitors (to the extent such claims are not limited to the Escrow Property pursuant to Section 4.3(c)(i)) when the aggregate value of pending indemnification claims exceeds the value of Escrow Property then held in the Escrow Fund (and then only to the extent of excess).
(iv) For purposes of this Section 4, each Escrow Share shall be deemed to have a per share value equal to the average of the closing price of Parent Class A Common Stock for the 30 consecutive trading days ending on the trading day immediately before the date satisfaction of a claim for indemnification hereunder, subject to appropriate adjustments for stock splits, combinations or similar corporate events affecting the shares of Parent Class A Common Stock.
Recourse to Escrow. Escrow as Exclusive Remedy.
Recourse to Escrow. Without limiting the foregoing:
(i) the sole source of indemnification under this Section 9 for Losses incurred by the Buyer Group shall be the amount then remaining in the Indemnification Escrow, and no member of the Buyer Group shall have recourse directly to any Seller for any such Losses;
(ii) upon depletion or exhaustion of the Indemnification Escrow, no Seller shall have any further liability or obligation under Section 9.2; and
(iii) the aggregate amount of Losses for which the Buyer Group shall be indemnified under Section 9.2 shall not exceed the amount of the Indemnification Escrow;
(iv) provided, however, that the limitations set forth in Sections 9.5.6(i) - (iii) shall not apply in the case of any Indemnification Matter to the extent that such Indemnification Matter arises out of or involves Losses incurred due to (i) a breach of any Fundamental Representation or representation set forth in Section 4.11 (Tax Matters), (ii) fraud by the Sellers or the Company or (iii) the failure of a Seller to satisfy or perform any post-Closing covenant under the terms of this Agreement.
Recourse to Escrow. Each Selling Shareholder agrees that the Investor shall first look to the Selling Shareholder’s portion of the Escrow Contribution to cover any liability of such Selling Shareholder under this Agreement; provided however, that if the Selling Shareholder’s portion of the Escrow Contribution is insufficient to satisfy any such liability, then the Investor may look to the Selling Shareholder to satisfy any such liability, subject in all events to the limitations in Section 4 above.
Recourse to Escrow. Except in the case of intentional misrepresentation or fraud, recourse by the Indemnitees to the Escrow Amount shall be the Indemnitees’ sole and exclusive remedy for monetary Damages resulting from the matters referred to in Section 4.2.