Examples of Asserted Damages Amount in a sentence
In the event that, pursuant to Section 2.2(b), the Stockholder shall (i) dispute that the Parent Covered Party is entitled to receive any of the Asserted Damages Amount, or (ii) agree that the Parent Covered Party is entitled only to receive the Agreed Portion of the Asserted Damages Amount, the Stockholder and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to the Claim that comprises an Asserted Damages Amount.
From time-to-time following the date of a Claim, Parent may update the Asserted Damages Amount by delivering written notice to each of Stockholder and Escrow Agent of such updated Asserted Damages Amount.
In the event that the Company shall (i) dispute that the Purchaser Indemnitee is entitled to receive any of the Asserted Damages Amount, or (ii) agree that the Purchaser Indemnitee is entitled only to the Agreed Portion of the Asserted Damages Amount (“Disputed Claims”), for a period of forty-five (45) days from the receipt of the Response, the Company and Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to the Disputed Claims.
Agreed Portion of the Asserted Damages Amount, TPG-Axon and CVT shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of the indemnification claims that comprise the Asserted Damages Amount (or the portion of the Asserted Damages Amount not comprising the Agreed Portion).
In the event that the Company does not deliver a Response within such forty-five (45) day period, the Company shall be deemed to have accepted the Indemnification Demand and agreed that the Asserted Damages Amount shall be promptly distributed from the Escrow Account to the Purchaser Indemnitee.
If no such agreement can be reached after good faith negotiation within sixty (60) days after delivery of a Response, either Buyer or Seller may pursue whatever legal remedies may be available for recovery of the Asserted Damages Amount claimed.
If the Securityholders’ Representative does not so respond in writing, the Securityholders’ Representative shall be deemed to have agreed that the Parent Indemnitee is entitled to receive all of the Asserted Damages Amount, in which case the Parent shall deliver to the Escrow Agent a written notice executed by it instructing the Escrow Agent to disburse the full Asserted Damages Amount to the extent of the remaining amount in the applicable Escrow Fund to Parent.
In the event an Indemnification Demand is received by the Escrow Agent, then, notwithstanding Section 1.3(b) or (c), the Escrow Agent shall retain the Asserted Damages Amount (to the extent of the then available Escrow Property) until the earlier to occur of the Escrow Agent’s receipt of a joint written instruction or order by a court of competent jurisdiction that is final and non-appealable and directs delivery of all or a portion of the Escrow Property (such order, a “Final Order”).
The Escrow Agent shall not be authorized to release any Escrow Property to any Parent Indemnitee to satisfy the Asserted Damages Amount unless and until the Escrow Agent receives the joint written instruction of the Stockholders’ Representative and Parent.
Upon receipt of the Indemnification Demand, the Escrow Agent shall promptly make entries or notations in the account records relating to the Escrow Property, indicating that funds in the amount of the Asserted Damages Amount are reserved to satisfy such Indemnification Demand.