Claim Notices definition
Examples of Claim Notices in a sentence
All Claim Notices must be delivered, if at all, to the applicable Party prior to the expiration of such applicable Survival Period.
With respect to the amounts specified in any such timely delivered Claim Notices, the Escrow Agent shall promptly disburse funds from the Escrow Account within three (3) Business Days after delivery to the Escrow Agent of a Joint Release Instruction, as may be directed in such Joint Release Instruction in accordance with Section 7.5 of the Merger Agreement.
In the event any Indemnitee should have a claim against any Indemnitor under this Agreement that does not involve a Third-Party Claim, the Indemnitee shall deliver notice of such claim to the Indemnitor promptly following discovery of any indemnifiable Loss, but in any event not later than the last date set forth in Section 7.2 or 7.4, as the case may be, for making such claim (a “Claim Notice” and, together with the Third-Party Claim Notices, an “Indemnification Notice”).
The portion of the Escrow Fund in excess of the amount specified in clause (i) of the preceding sentence (as may be the subject of one or more timely delivered Claim Notices) shall be released by the Escrow Agent as specified in Section 2.3 or Section 2.4 hereof, as applicable.
Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Agent until the claims contained in any Claim Notice(s) described in Section 3(b) below become resolved, even if such claims have not been finally resolved prior to the Escrow Termination Date.
Notwithstanding the foregoing, if one or more Claim Notices (as defined below) is given to any of the Indemnifying Parties within the required time period, such applicable Indemnity Period shall continue in full force and effect solely with respect to the claim(s) set forth in such Claim Notice(s) until such time as such claim has been fully and finally resolved in accordance with Section 9.5 or Section 9.6.
For all purposes of this Section 8.3, Seller shall be entitled to deliver Claim Notices to Buyer on behalf of the Seller Indemnified Parties, and Buyer shall be entitled to deliver Claim Notices to Seller on behalf of the Buyer Indemnified Parties.
No indemnification shall be available after the date that is two years following the Closing Date, except in respect of Adverse Consequences relating to Claim Notices delivered prior to such date.
If there are any funds remaining in the Indemnity Escrow account after the resolution of all previously outstanding Claim Notices, then the Seller Representative and Buyer shall promptly jointly instruct Escrow Agent to release the remaining account balance to Sellers in the proportions requested by Seller Representative within three (3) Business Days of its receipt of such joint instruction.
For this purpose the amount set forth in any outstanding Claim Notices shall be allocated among accounts in the same manner as set forth in Section 2.b hereof.