Escrow Claim definition

Escrow Claim has the meaning given in Clause 3.3.2;

Escrow Claim has the meaning set forth in Section 13.5(a).

Escrow Claim has the meaning set forth in Section 5.6(a).

Examples of Escrow Claim in a sentence

• SUBLIMITS ESCROW: (a) $5,000 per Licensee per Escrow Claim (Damages)(b) $10,000 Aggregate all Escrow Claims per Licensee (Damages)ITEM 4 d.

• A Reconciliation of the Loss Run Inception-To-Date to the Total Loss Funding and Ending Escrow Claim Loss Fund Account Balance in a format acceptable to Reinsurer.

• If an Escrow Claim becomes an Agreed Claim (which, for the avoidance of doubt, may occur at any time before or after the Escrow Payment Date), Federation and AusSuper must, on the next Business Day, direct the Escrow Bank to pay to AusSuper from the Escrow Account the Agreed Claim Amount up to the extent of the Escrow Account Balance (provided that such Agreed Claim Amount is satisfied in accordance with clause 7.14).

• The Escrow Agent shall have no duty to determine whether any Indemnity Escrow Notice accurately describes an Indemnity Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement, but shall be entitled to assume conclusively and without inquiry that any such Indemnity Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement.

• Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure.

More Definitions of Escrow Claim

Escrow Claim means any and all claims, individually or in the aggregate, made by Buyer within one year after the Effective Time for the purpose of compensating Buyer for Losses resulting from (x) the breach or inaccuracy of any representation or warranty of Lamcor contained in the Merger Agreement, (y) the failure of Lamcor to perform any covenant or agreement of Lamcor under the Merger Agreement, and (z) all Lamcor Expenses in excess of $275,000; provided, however, that Buyer shall not be entitled to assert a claim against the Escrowed Funds for breaches of representations and warranties pursuant to the preceding clause (x) if Buyer had actual knowledge of the breach at the Effective Time; provided further, that Buyer shall not be entitled to assert an Escrow Claim against the Escrowed Funds unless each such Escrow Claim is in excess of $1,000.00. An Escrow Claim shall be satisfied or liquidated only from the Escrowed Funds in accordance with the terms and conditions of the Escrow Agreement; provided, however, that Buyer shall not be entitled to receive any of the Escrowed Funds unless (i) the Surviving Corporation is not in breach in any Material respect of any of its covenants or agreements arising after the Effective Time and (ii) the aggregate amount of all Escrow Claims arising out of clauses (x) and (y) of the preceding sentence exceeds $50,000. Once such $50,000 threshold has been reached, Buyer shall be entitled to full payment for all Escrow Claims arising out of such clauses (x) and (y) out of the Escrowed Funds as if no such limitation on payment had existed, provided that the conditions of clause (i) of the preceding sentence is satisfied at the time of payment. Buyer shall pay all fees and expenses in connection with the escrow and the Escrowed Funds, without reimbursement therefor to Buyer from the Escrowed Funds. Notwithstanding the foregoing, any amount of Lamcor Expenses in excess of $275,000 shall be paid to Buyer out of the Escrowed Funds, to the extent thereof; without regard to such $50,000 threshold.

Escrow Claim has the meaning set forth in Section 2.3(b).

Escrow Claim shall have the meaning set forth in Section 4(a) of this Agreement.

Escrow Claim means any and all claims against the Escrowed Shares, individually or in the aggregate, made by Buyer under the terms and conditions of the Escrow Agreement. Neither the assertion of nor the failure to assert an Escrow Claim will relieve Incomnet of any of its indemnification obligations under the terms and subject to the conditions of this Agreement, except to the extent such Escrow Claim is satisfied in whole or in part thereby.

Escrow Claim means any Working Capital Claim, Indemnification Claim or Deferred Maintenance Claim.

Escrow Claim has the meaning given to it in the Escrow Agreement;

Escrow Claim has the meaning specified in Schedule 6