Common use of Payment of Claimed Amount Clause in Contracts

Payment of Claimed Amount. If the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the Indemnitee, then subject to the limitations provided for in Section 8, Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Claimed Amount to the Indemnitee from (i) in the case of a claim under Section 8.2(b)(ii) or Section 8.2(b)(iii), the Special Indemnity Escrow Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, in accordance with this Section 8.6 and the Escrow Agreement; provided, however, that if the Remaining Available Indemnity Escrow Amount is insufficient to cover the full Claimed Amount, then (i) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to release to the Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to in Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv) or are otherwise covered by the R&W Insurance Policy, the Indemnitee shall recover the shortfall from and against the R&W Insurance Policy and (iii) if (A) it has been finally determined that the remainder of such shortfall exceeds the remaining amount of coverage under the R&W Insurance Policy, or (B) the Indemnitee’s Damages are with respect to (x) any matter set forth in Section 8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(b)(v) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the case of Collective Sellers Claim, the Sellers shall, within ten (10) Business Days following the delivery of such Response Notice, pay the amount of such shortfall to the Indemnitee based on their respective Pro Rata Percentages of such shortfall amount, and (2) in the case of an Individual Seller Claim, the applicable Seller shall pay the amount of such shortfall to the Indemnitee.

Payment of Claimed Amount. If If: (i) the Sellers’ Representative (or, in the case of an Individual Seller a §9.2(b) Claim, the applicable Seller) delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the Indemnitee; or (ii) the Sellers’ Representative (or, then subject to in the limitations provided for case of §9.2(b) Claim, the applicable Seller) does not deliver a Response Notice during the Dispute Period, then: (i) in Section 8, the case of a §9.2(a) Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Claimed Amount to the Indemnitee from (i) in the case of a claim under Section 8.2(b)(ii) or Section 8.2(b)(iii), the Special Indemnity Escrow Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, Fund in accordance with this Section 8.6 9.6 and the Escrow Agreement; provided, however, that Agreement and (B) if the Remaining Available Indemnity Escrow Amount is insufficient to cover the full Claimed Amount, then (i) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to release then, subject to the Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to in Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv) or are otherwise covered by the R&W Insurance Policy, the Indemnitee shall recover the shortfall from and against the R&W Insurance Policy and (iii) if (A) it has been finally determined that the remainder of such shortfall exceeds the remaining amount of coverage under the R&W Insurance Policy, or (B) the Indemnitee’s Damages are with respect to (x) any matter limitations set forth in Section 8.2(a)(ii9.3(d), Section 8.2(a)(iii) or Section 8.2(b)(v) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the case of Collective Sellers Claim, the Sellers each Seller shall, within ten (10) 10 Business Days following the earlier of the delivery of such Response NoticeNotice and the expiration of the Dispute Period, pay the amount of such shortfall to the Indemnitee based on their respective Seller’s Pro Rata Percentages Portion of such shortfall amount, and (2) in the case of an Individual Seller Claim, the applicable Seller shall pay the amount of such shortfall to the Indemnitee; and (ii) in the case of a §9.2(b) Claim, the applicable Seller shall, within 10 Business Days following the earlier of the delivery of such Response Notice and the expiration of the Dispute Period, pay the Claimed Amount to the Indemnitee.

Payment of Claimed Amount. If (x) the Sellers’ Representative (or, in the case of an Individual Seller Claim, to the applicable SellerIndemnitor) delivers a Response Notice to the Indemnitee agreeing that the full Claimed Amount is owed to the IndemniteeIndemnitee or (y) the Sellers’ Representative (or, then subject in the case of an Individual Claim, to the limitations provided for applicable Indemnitor) does not deliver a Response Notice to the Indemnitee during the Dispute Period, then, within ten (10) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period: (i) in Section 8, the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Claimed Amount to the Indemnitee from (i) in the case of a claim under Section 8.2(b)(ii) or Section 8.2(b)(iii), the Special Indemnity Escrow Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, Fund in accordance with this Section 8.6 11.6 and the Escrow Agreement; provided, however, that and (B) if the Remaining Available Indemnity amount available in the Escrow Amount Fund (minus amounts actually recovered by Purchaser after application of its Setoff Rights) is insufficient to cover the full Claimed Amount, then (i) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to release then, subject to the Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to limitations provided for in Section 8.2(a)(i)11.3, Section 8.2(b)(i) or Section 8.2(b)(iv) or are otherwise covered by the R&W Insurance Policy, the Indemnitee each Indemnitor shall recover the shortfall from and against the R&W Insurance Policy and (iii) if (A) it has been finally determined that the remainder of pay such shortfall exceeds the remaining amount of coverage under the R&W Insurance Policy, or (B) the IndemniteeIndemnitor’s Damages are with respect to (x) any matter set forth in Section 8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(b)(v) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the case of Collective Sellers Claim, the Sellers shall, within ten (10) Business Days following the delivery of such Response Notice, pay the amount of such shortfall to the Indemnitee based on their respective Pro Rata Percentages Indemnity Share of such shortfall amount, and (2) in the case of an Individual Seller Claim, the applicable Seller shall pay the amount of such shortfall to the Indemnitee; and (ii) in the case of an Individual Claim, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Claimed Amount to the Indemnitee.