Common use of Payment of Claimed Amount Clause in Contracts

Payment of Claimed Amount. If (x) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the Indemnitee or (y) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, within 10 Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period: (i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Payable Amount to the Indemnitee from the Indemnity Escrow Amount in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Indemnity Escrow Amount is insufficient to cover the full Payable Amount, then, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Share of the amount of such shortfall to the Indemnitee; (ii) in the case of an Individual Claim, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Payable Amount to the Indemnitee; or (iii) in the case of an Institutional Seller Claim, subject to the limitations provided for in Section 11.3(e), Purchaser and the Institutional Sellers shall instruct the Escrow Agent to pay the Payable Amount to the Indemnitee from the Special Escrow Amount in accordance with this Section 11.6 and the Escrow Agreement.

Payment of Claimed Amount. If If: (xa) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) Addressee delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount or an Agreed Amount is owed to the Indemnitee Indemnified Party; or (yb) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) Addressee does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, subject to the limitation of liability provisions contained herein, the following shall occur, subject to ‎Section 10.04(f): (i) if the Indemnified Party is a Purchaser Indemnified Party, the Escrow Agent shall disburse to such Purchaser Indemnified Party the Claimed Amount or the Agreed Amount (and in the event of cash amount, through the Purchaser’s Account, as defined in the Escrow Agreement), as applicable, calculated pursuant ‎Section 2.05(b) above, within 10 five (5) Business Days following the earlier of the delivery of such Response Notice or the expiration end of the Dispute Period: (i) , out of the relevant Selling Shareholder's part in the case respective Escrowed Funds; provided that with respect to any cash component that is deposited in the Escrowed Funds on behalf of a Collective Claim: (A) Selling Shareholder who is an Indemnifying Party, the Purchaser and the Sellers’ Representative shall may instruct the Escrow Agent to pay the Payable Amount release to the Indemnitee from Purchaser first the Indemnity Escrow Amount in accordance with this Section 11.6 cash component and the Escrow Agreement; and (B) then, if the amount available in cash component is lower than the Indemnity Escrow Claimed Amount is insufficient to cover or the full Payable Agreed Amount, thenas applicable, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Share of the amount shares component of such shortfall to the Indemnitee;Indemnifying Party's respective Escrowed Funds. (ii) in In the case event of an Individual Claima Claimed Amount which was required due to a breach of a Sellers Fundamental Representation or due to willful breach, subject intentional misrepresentation or fraud by a Selling Shareholder- if the respective Escrowed Funds disbursed to Purchaser pursuant to ‎Section 10.04(c)(i) shall not be sufficient to satisfy the limitations provided for in Section 11.3Claimed Amount or the Agreed Amount, the applicable Indemnitor relevant Selling Shareholder shall pay the Payable Purchaser its respective Participation Portion of the excess of the Agreed Amount to or Claimed Amount, as applicable, over the Indemnitee; ordisbursed Escrowed Funds within three (3) calendar days following the end of the Dispute Period. (iii) in if the case Indemnified Party is a Selling Shareholder Indemnified Party, the Purchaser shall pay such Indemnified Party the Agreed Amount or Claimed Amount, as applicable, within three (3) calendar days following the end of an Institutional Seller Claim, subject to the limitations provided for in Section 11.3(e), Purchaser and the Institutional Sellers shall instruct the Escrow Agent to pay the Payable Amount to the Indemnitee from the Special Escrow Amount in accordance with this Section 11.6 and the Escrow AgreementDispute Period.

Payment of Claimed Amount. If (x) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor Indemnitor) or (ii) an Institutional Seller in the case of a Specified Tax Indemnity Claim, to the Institutional Sellers) applicable Specified Tax Indemnitor, delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the Indemnitee or (y) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor Indemnitor) or (ii) an Institutional Seller in the case of a Specified Tax Indemnity Claim, to the Institutional Sellers) applicable Specified Tax Indemnitor, does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, as promptly as practicable and in any event within 10 ten (10) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period: : (i) in the case of a Collective Claim or Specified Tax Indemnity Claim: (A) Purchaser and either the Sellers’ Representative or the Specified Tax Indemnitors, as applicable, shall instruct issue joint written instructions to the Escrow Agent to pay the Payable Claimed Amount to the Indemnitee from the Indemnity Escrow Amount Fund or Tax Escrow Fund, as applicable, in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Indemnity Escrow Amount Fund or Tax Escrow Fund, as applicable, is insufficient to cover the full Payable Claimed Amount, then, subject to the limitations and restrictions provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Share or each Specified Tax Indemnitor shall pay his or her Specified Escrow Pro Rata Share, as applicable, of the amount of such shortfall to the Indemnitee; ; (ii) in the case of an Individual Claim, subject subject, for the avoidance of doubt, to the limitations and restrictions provided for in Section 11.3, then only the applicable Indemnitor shall pay be liable towards the Payable relevant Indemnitee with respect to any Claimed Amount to underlying the Indemnitee; or (iii) in the case of an Institutional Seller relevant Individual Claim, subject to the limitations provided for in Section 11.3(e), Purchaser and the Institutional Sellers shall instruct the Escrow Agent to pay the Payable Amount to the Indemnitee from the Special Escrow Amount in accordance with this Section 11.6 and the Escrow Agreement.

Payment of Claimed Amount. If If: (xa) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) Indemnifying Party delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the Indemnitee Indemnitee; or (yb) there is a Deemed Acceptance, then (if the Sellers’ Representative (orIndemnifying Party is a Selling Shareholder), in the case of (i) an Individual Claim, prior to the applicable Indemnitor payment of the IPO Payment or Non-IPO Payment, as applicable, Purchaser shall within five (5) Business Days setoff the Claimed Amount due to the Indemnitee against the due IPO Payment or Non-IPO Payment, as applicable, and the amount of the shares held in escrow by the Escrow Agent shall be reduced proportionately; or (ii) an Institutional Seller Claimduring the Escrow Period the Escrow Agent shall pay the Claimed Amount from the Escrow Fund within five (5) Business Days, provided that, to the Institutional Sellersextent that the Claimed Amount cannot be setoff in full out of the portion of the IPO Payment or Non-IPO Payment, as applicable or satisfied from the Escrow Fund attributable to such indemnifying Selling Shareholder, or if the IPO Payment or Non-IPO Payment, as applicable, has been paid and the Escrow Period has expired, or if the Indemnifying Party is Purchaser, the particular Indemnifying Party(ies) does not deliver a Response Notice to the Indemnitee during the Dispute Period, thenthat is/are responsible for satisfying such claim shall, within 10 five (5) Business Days following the earlier of the delivery of such Response Notice or the expiration occurrence of the Dispute Period: (i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to Deemed Acceptance, pay the Payable balance of the Claimed Amount to the Indemnitee from the Indemnity Escrow Amount in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Indemnity Escrow Amount is insufficient to cover the full Payable Amount, then, subject to the limitations provided for set forth in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Share of the amount of such shortfall to the Indemnitee; (ii) in the case of an Individual Claim, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Payable Amount to the Indemnitee; or (iii) in the case of an Institutional Seller Claim, subject to the limitations provided for in Section 11.3(e), Purchaser and the Institutional Sellers shall instruct the Escrow Agent to pay the Payable Amount to the Indemnitee from the Special Escrow Amount in accordance with this Section 11.6 and the Escrow Agreement8.

Payment of Claimed Amount. If If: (xa) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) Addressee delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount or an Agreed Amount is owed to the Indemnitee Indemnified Party; or (yb) the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) Addressee does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, within 10 Business Days subject to the limitation of liability provisions contained herein, the following the earlier of the delivery of such Response Notice or the expiration of the Dispute Periodshall occur, subject to Section 10.04(f) : (i) if the Indemnified Party is a Purchaser Indemnified Party, the Escrow Agent shall disburse to such Purchaser Indemnified Party the Claimed Amount or the Agreed Amount (and in the case event of cash amount, through the Purchaser’s Account, as defined in the Escrow Agreement), as applicable, calculated pursuant Section 2.05(b) above, within five (5) Business Days following the end of the Dispute Period, out of the relevant Selling Shareholder's part in the respective Escrowed Funds; provided that with respect to any cash component that is deposited in the Escrowed Funds on behalf of a Collective Claim: (A) Selling Shareholder who is an Indemnifying Party, the Purchaser and the Sellers’ Representative shall may instruct the Escrow Agent to pay the Payable Amount release to the Indemnitee from Purchaser first the Indemnity Escrow Amount in accordance with this Section 11.6 cash component and the Escrow Agreement; and (B) then, if the amount available in cash component is lower than the Indemnity Escrow Claimed Amount is insufficient to cover or the full Payable Agreed Amount, thenas applicable, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Share of the amount shares component of such shortfall to the Indemnitee;Indemnifying Party's respective Escrowed Funds. (ii) in In the case event of an Individual Claima Claimed Amount which was required due to a breach of a Sellers Fundamental Representation or due to willful breach, subject intentional misrepresentation or fraud by a Selling Shareholder- if the respective Escrowed Funds disbursed to Purchaser pursuant to Section 10.04(c)(i) shall not be sufficient to satisfy the limitations provided for in Section 11.3Claimed Amount or the Agreed Amount, the applicable Indemnitor relevant Selling Shareholder shall pay the Payable Purchaser its respective Participation Portion of the excess of the Agreed Amount to or Claimed Amount, as applicable, over the Indemnitee; ordisbursed Escrowed Funds within three (3) calendar days following the end of the Dispute Period. (iii) in if the case Indemnified Party is a Selling Shareholder Indemnified Party, the Purchaser shall pay such Indemnified Party the Agreed Amount or Claimed Amount, as applicable, within three (3) calendar days following the end of an Institutional Seller Claim, subject to the limitations provided for in Section 11.3(e), Purchaser and the Institutional Sellers shall instruct the Escrow Agent to pay the Payable Amount to the Indemnitee from the Special Escrow Amount in accordance with this Section 11.6 and the Escrow AgreementDispute Period.