Recourse to Escrow Fund Sample Clauses

Recourse to Escrow Fund. Subject to Section 10.3(c), recourse by the Buyer Indemnified Parties to the Retention Escrow Fund and R&W Insurance Policy shall be the Buyer Indemnified Parties’ sole and exclusive remedy under this Agreement against Members for monetary Loss resulting from the matters referred to in Section 10.2(a)(i).
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Recourse to Escrow Fund. Subject to Section 10.3(d), recourse by the Parent Indemnitees to the Escrow Fund shall be the Parent Indemnitees’ sole and exclusive remedy under this Agreement for monetary Damages resulting from the matters referred to in Sections 10.2(a)(i), 10.2(a)(ii), 10.2(a)(v) and 10.2(a)(viii).
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Recourse to Escrow Fund. (a) Subject to the limitations set forth herein, for a period of eighteen (18) months from and after the Effective Time, the Escrow Fund shall be available (and shall be the sole and exclusive remedy) to compensate Parent, Purchaser and their respective officers, directors, employees, agents (collectively, the “Parent Indemnified Parties”) for any loss, liability, deficiency, damage, expense or cost (including legal expenses), incurred or paid (collectively, “Losses”) by a Parent Indemnified Party (whether or not involving a third party claim), which arise as a result of:
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Recourse to Escrow Fund. Recourse by the Parent Indemnitees to the Escrow Fund shall be the Parent Indemnitees’ first source of recovery for all monetary Damages under this Agreement or otherwise in connection with the transactions contemplated by this Agreement, including Section 6.1(a) and this Section 10; provided that the foregoing shall not limit a Parent Indemnitee’s recourse under any agreement entered into by such Parent Indemnitee and an Effective Time Holder in connection with the transactions contemplated by this Agreement. Subject to Section 10.3(d), recourse by the Parent Indemnitees to the Escrow Fund shall be the Parent Indemnitees’ sole and exclusive remedy under this Agreement for monetary Damages resulting from the matters referred to in Sections 10.2(a)(i), 10.2(a)(ii) and Section 10.2(a)(x) (to the extent related to any of the matters referred to in Sections 10.2(a)(i) and 10.2(a)(ii)), [***]. The indemnification rights of the Parent Indemnitees contained in Section 6.1(a) and this Section 10 shall constitute the sole and exclusive remedy of the Parent Indemnitees for any and all Damages under this Agreement and any certificate required to be executed and delivered in connection herewith or otherwise executed and delivered at the Closing. Accordingly, the Parent Indemnitees irrevocably waive any and all rights they may have to make claims against any Effective Time Holder under statutory and common law as a result of any monetary Damages incurred by the Parent Indemnitees under this Agreement whether or not in excess of the maximum amounts permitted to be recovered pursuant to this Section 10.
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Recourse to Escrow Fund. Other than with respect to Individual Claims, all claims by an Indemnitee for indemnification, compensation or reimbursement pursuant to this Section 11 shall be recovered: (i) first, from the Escrow Fund in accordance with the procedures set forth in this Section 11.6; and (ii) second, subject to the limitations set forth in Section 11.3, when either the Escrow Fund has been exhausted or the aggregate amount of the claims made by the Indemnitees for indemnification, compensation or reimbursement pursuant to this Section 11 exceeds the amount then remaining in the Escrow Fund, directly from the Indemnitors in accordance with their Pro Rata Indemnity Share (subject to Section 12.3 in the case of fraud).
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Recourse to Escrow Fund. So long as, and to the extent that, there remain amounts held in the Escrow Fund in excess of the aggregate amount of Damages contained in pending Claim Notices, if any, the Purchaser Indemnitees shall first seek recourse to the Escrow Fund before seeking recourse directly against a Stockholder Indemnitor; provided, that, with respect to Claim Notices with respect to Sections 6.2(a)(ii) or 6.2(a)(iv) only, if less than all Stockholder Indemnitors are liable for the Damages identified in a Claim Notice, the Purchaser Indemnitees may, at their election, (i) recover from the Escrow Fund up to an amount equal to the portion of the Escrow Fund attributable to the Stockholder Indemnitors with liability under the Claim Notice allocated proportionately between such Stockholder Indemnitors based on the number of shares of Company Common Stock owned by each immediately prior to the Effective Time and the total number of shares of Company Common Stock owned by all such Stockholder Indemnitors, or (ii) seek recovery directly from the Stockholder Indemnitors with liability under the Claim Notice.
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Recourse to Escrow Fund. From and after the Closing Date, in the event that the Parent has a claim for indemnification against the EYON Stockholders pursuant to Section 9.2(a), the Parent shall first satisfy such claim for indemnification against the Escrow Funds then held in the Escrow Account pursuant to the terms of this Agreement and the Escrow Agreement. In the event that the amount of any claim for indemnification exceeds the amount of the Escrow Funds then held in the Escrow Account, the Parent shall then be entitled to satisfy a claim for indemnification directly against the EYON Stockholders, subject to the Representations Indemnity Cap, the Pre-Closing Covenant Indemnity Cap or the Schedule 9.2(a)(iii) Indemnity Cap, as applicable; provided, however, from and after the Closing Date, the EYON Stockholders shall have no liability for Damages in excess of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (the “Total Cap”) except for Damages directly or indirectly related to fraud or intentional misrepresentation or intentional omission by the Company or the Selling Stockholders or in connection with breaches of any representations or warranties contained in Section 3.2(c). For the sake of clarity, if the aggregate amount of indemnification actually collected by the Indemnitees from the EYON Stockholders (whether paid directly by the EYON Stockholders or from the Escrow Funds) for any claims for indemnification pursuant to: (1) Section 9.2(a)(i) for breaches of representations or warranties, (2) Section 9.2(a)(ii) for breaches of Pre-Closing Covenants, (3) Section 9.2(a)(iii) and (4) Section 9.2(a)(iv) for any Legal Proceedings relating to any inaccuracies or breaches of the types referred to in clauses (1), (2) or (3) of this Section 9.2(c)(ii) (such clauses (1) through (4) being the “Capped Claims”) (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights with respect to the Capped Claims) reaches or exceeds the Total Cap, then no further claim or allegation may be made by the Parent, the Acquisition Sub and/or the Company, as applicable, against the EYON Stockholders with respect to the Capped Claims. Nothing in this Section 9.2(c) shall preclude the Parent from seeking injunctive relief or specific performance with respect to any covenant, agreement or obligation of the Company or the Selling Stockholders contained in this Agreement. Notwithstanding anything in this Agreement to the contrary, the parties hereto...
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Related to Recourse to Escrow Fund

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Release of Escrow Fund (a) On the first Business Day after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.

  • Escrow Fund In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

  • Disbursements of Escrow Funds (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Indemnity Escrow On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Indemnification Escrow On the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with a mutually agreeable escrow agent, pursuant to which $250,000 of the proceeds of the Offering will be deposited by the Company, in connection with the payments of the Company's indemnification obligations pursuant to Section 9. All remaining funds in the escrow account that are not subject to an indemnification claim as of the nine-month anniversary of the Closing Date will be returned to the Company in accordance with the terms of the escrow agreement. The Company shall pay the reasonable fees and expenses of the escrow agent.

  • Deposit of Escrow Fund The Escrow Agent shall establish an account in the name of Mercantile Absolute Return Fund LLC, Escrow Account for the Benefit of Members (the "Subscription Account") and an account in the name of Mercantile Absolute Return Fund LLC Repurchase Account (the "Repurchase Account") and together with the Subscription Account, (the "Accounts"). The Escrow Agent shall promptly deposit in the Subscription Account checks remitted by Potential Members and made payable to the Company. Potential Members also may deposit monies in the Subscription Account by wire transfer pursuant to instructions provided to them by the Company. Balances on deposit in the Subscription Account will earn interest at prevailing market rates pursuant to arrangements approved by the Company.

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