Claims by Parent Sample Clauses

Claims by Parent. (a) Upon receipt or notice of any Parent Claim pursuant to Section 14.5 or Section 14.6, the Stockholder Representative shall give prompt notice of the amount and details thereof (to the extent of the information in his, her or its possession) to the Advisory Group. (b) The Stockholder Representative shall have the discretion to take such action as it shall determine to be in the best interest of all of the Company Securityholders, taken as a whole, including authorizing the distribution to any Parent Indemnified Party of any portion of the Escrow Fund; provided, however, that, in any event, all Company Securityholders are treated in substantially the same manner with respect to amount to be paid from the Escrow Fund.

Claims by Parent. (a) Upon receipt or notice of any Parent Claim pursuant to Sections 15.3 or 15.4, the Stockholder Representative shall give prompt notice of the amount and details thereof (to the extent of the information in his, her or its possession) to the Indemnifying Stockholders. (b) The Stockholder Representative shall have the discretion to take such action as he, she or it shall determine to be in the best interest of all of the Indemnifying Stockholders, taken as a whole, including authorizing the distribution to any Parent Indemnified Party of any portion of the Escrow Fund; provided, however, that, in any event, all Indemnifying Stockholders are treated in substantially the same manner with respect to amounts to be paid from the Escrow Fund.

Claims by Parent. (a) Upon receipt or notice of any Parent Claim pursuant to Sections 15.4 or 15.5, the Stockholder Representative shall give prompt notice of the amount and details thereof (to the extent of the information in his, her or its possession) to the Indemnifying Holders that are parties to that certain Engagement Agreement (the “Engagement Agreement”) to be entered into by and among the Stockholder Representative, the Company and certain of the Indemnifying Holders. (b) The Stockholder Representative shall have the discretion to take such action as he, she or it shall determine to be in the best interest of all of the Indemnifying Holders, taken as a whole, including authorizing the distribution to any Parent Indemnified Party of any portion of the Escrow Fund; provided, however, that, in any event, all Indemnifying Holders are treated in substantially the same manner.

Claims by Parent. (a) Upon receipt or notice of any Parent Claim pursuant to Section 14, the Representative shall give prompt notice of the amount and details thereof (to the extent of the information in his or her possession) to the Indemnifying Securityholders. (b) Prior to the settlement of any Parent Claim, or the release of any portion of the Escrow Funds to any Parent Indemnified Party other than as a result of a final arbitration award or court order, the proposed settlement must receive the written approval of the Representative. The Representative shall have the discretion to take such action as he, she or it shall determine to be in the best interest of all of the Indemnifying Securityholders, including, without limitation, authorizing the distribution to any Parent Indemnified Party of any portion of the Escrow Funds; provided, however, that, in any event, all Indemnifying Securityholders are treated in substantially the same manner consistent with the allocation formula set forth in this Agreement.

Claims by Parent. (a) Upon receipt of any Parent Claim pursuant to Section 12.2 or 12.3, the Representative shall give prompt notice of the amount and details thereof (to the extent of the information in his or her possession) to the Company Securityholders. (b) As soon as possible thereafter, the Representative shall notify the Company Securityholders of the proposed action which the Representative recommends shall be taken in response to such Parent Claim, and shall include a form of consent to such action to be signed and returned by the Requisite Majority of the Company Securityholders to the Representative. (c) Prior to the settlement of any Parent Claim, or the release of any portion of the Escrow Funds to any Parent Indemnified Party other than as a result of a final arbitration award or court order, the proposed settlement must receive the written approval of Company Securityholders holding a majority interest in the Escrow Funds held in escrow at such time (the “Requisite Majority”) evidenced by a writing executed by such Requisite Majority of the Company Securityholders. In the event that the Representative shall be unable for any reason to obtain the written approval of the Requisite Majority of the Company Securityholders with respect to any question, either because of shortness of time, disagreement among the Company Securityholders, or for any other reason, the Representative shall have the discretion to take such action as he or she shall determine to be in the best interest of all of the Company Securityholders, including, without limitation, authorizing the distribution to any Parent Indemnified Party of any portion of the Escrow Funds; provided, however, that, in any event, all Company Securityholders are treated in substantially the same manner. In circumstances when the Representative shall be able to and shall have obtained the written approval of the Requisite Majority of the Company Securityholders, the Representative shall only take such actions with respect to the Escrow Funds as shall be consistent with the consent or approval received from such Requisite Majority of the Company Securityholders; and provided, further, that Parent, Merger Sub, the Company and the Surviving Corporation shall have no liability to any Company Securityholder in such event.

Claims by Parent. If the Closing occurs, the Sellers will have no liability under Section 10.4 with respect to any representation or warranty, or any covenant or obligation to be complied with prior to or as of the Closing, unless the Person entitled to indemnification provides a notice under Section 10.7 or 10.8 before the expiration of the applicable limitations period stated below: (i) for claims due to the inaccuracy of any Fundamental Representation, 180 days after the expiration of the statute of limitations under applicable Law; (ii) for third party claims arising from operations of the Company, JTF Holdco or Tylee Holdco before the Effective Time, delivery of the audit opinion for Parent by the independent accounting firm for Parent for the year ended December 31, 2017; (iii) for any claim with respect to or any covenant or obligation to be complied with by Sellers after the Effective Time, and any claim alleging fraud, 180 days after the expiration of the statute of limitations under applicable Law; (iv) for claims under Section 9.1, 180 days after the expiration of the statute of limitations under applicable Law; or (v) for all claims for indemnification under Section 10.4, other than those specified in clauses (i) through (iii) of this Section 10.6(a), the delivery of the audit opinion for Parent by the independent accounting firm for Parent for the year ended December 31, 2017.

Claims by Parent. In the event of the occurrence of an event which Parent asserts (on or prior to the Expiration Date) constitutes a Loss against which an Indemnitee is entitled to indemnification pursuant to Article I of this Agreement (each an "Indemnity Claim"), Parent shall notify the Representative and the Escrow Agent promptly (and in any event on or prior to the Expiration Date) of such event, and shall deliver for receipt by the Escrow Agent a certificate signed by any officer of Parent: (1) stating the aggregate amount of Parent's Losses or an estimate thereof and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued or arose, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other matter to which such item is related.

Claims by Parent. In the event of the occurrence of an event that Parent asserts (on or prior to the Expiration Date) constitutes a Loss against which an Indemnitee is entitled to indemnification pursuant to Article I of this Agreement (each an "Indemnity Claim"), Parent shall notify the Representative and the Escrow Agent promptly (and in any event on or prior to the Expiration Date) of such event, and shall deliver for receipt by the Escrow Agent a certificate signed by an officer of Parent: (1) stating the aggregate amount of Parent's Losses or a good faith estimate thereof and (2) specifying in reasonable detail and with reasonable specificity the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued or arose, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other matter to which such item is related.

Claims by Parent. (a) Upon receipt or notice of any Parent Claim pursuant to Section 14, the Representative shall give prompt notice of the amount and details thereof (to the extent of the information in his or her possession) to the Indemnifying Securityholders. (b) As soon as possible thereafter, the Representative shall notify the Indemnifying Securityholders of the proposed action which the Representative recommends shall be taken in response to such Parent Claim. (c) Prior to the settlement of any Parent Claim, or the release of any portion of the Escrow Funds to any Parent Indemnified Party other than as a result of a final arbitration award or court order, the proposed settlement must receive the written approval of the Representative. The Representative shall have the discretion to take such action as he, she or it shall determine to be in the best interest of all of the Indemnifying Securityholders, including, without limitation, authorizing the distribution to any Parent Indemnified Party of any portion of the Escrow Funds; provided, however, that, in any event, all Indemnifying Securityholders are treated in substantially the same manner.