In I/MxInformation Management Solutions, Inc. v. Multiplan, Inc., No. 7786 (Del. Ch. Mar. 27, 2014), the plaintiff sought funds escrowed by the defendant as part of the sale of assets to the plaintiff.  The sales agreement allowed the defendant to withhold the escrowed funds if the defendant had an indemnification claim against the plaintiff for a breach of the plaintiff’s representations and warranties in the sales agreement.  At issue was whether the defendant’s claim for indemnification, made months after the contractual deadline for identifying indemnification claims, provided a sufficient basis for withholding the escrowed funds.  The Chancery Court answered that question in the negative, granted partial summary judgment to the plaintiff, and ordered the release of the escrowed funds.  Central to the Chancery Court’s ruling was the view that “[t]he mere notice of an issue, standing alone, does not trigger [defendant’s] indemnification rights.”  Thus, correspondence between the plaintiff and the defendant regarding the facts underlying the indemnification claim at issue, without an express threat of an indemnification claim, were not a sufficient basis for defendant to withhold the escrowed funds.