Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX , the Indemnifying Party shall satisfy its obligations within ten (10) Business Days of such agreement or final, non-appealable adjudication, as applicable, by wire transfer of immediately available funds. In addition, as promptly as practicable but in any event within three (3) Business Days of such agreement or final, non-appealable adjudication, Purchaser and the Representative shall, to the extent any such obligation is to be paid out of the Indemnity Escrow Fund and moneys remain therein, jointly instruct the Escrow Agent to pay to the applicable Purchaser Indemnified Party from the Indemnity Escrow Fund the full amount of such Losses by wire transfer of immediately available funds pursuant to wire instructions provided in writing by Purchaser.