D&O Escrow Deposit Clause Samples

D&O Escrow Deposit. In the event of any threatened or actual Action or Proceeding, whether civil, criminal or administrative, in or to which any current or former director or officer of the Company (each, an “Indemnified Party”) is, was or becomes a party or witness or other participant, or is threatened to be made a party or witness or other participant, based on, or arising out of or relating to (i) the fact that such Person is serving or did serve in the capacity of a director or officer of the Company or (ii) this Agreement or any of the transactions contemplated by this Agreement or the process leading up to the negotiation, execution and delivery of this Agreement, whether asserted or arising before or after the Closing, from and after the Closing, the Indemnified Parties will be entitled to be indemnified out of the D&O Escrow Deposit from and against any losses, claims, damages (including consequential damages), liabilities, costs, legal and other expenses (including reasonable expenses of investigation and litigation and attorneys’ and other professionals’ fees and costs incurred in the investigation or defense thereof or the enforcement of rights hereunder), judgments, fines and amounts paid in settlement that are incurred by such Indemnified Parties, after deducting therefrom the amount of any insurance proceeds from a third-party insurer actually received by such Indemnified Parties in respect of such amounts (net of any costs and expenses incurred by such Indemnified Parties). On the first anniversary of the Closing Date, the Escrow Agent will release a portion of the D&O Escrow Deposit to Buyer such that, following such release, the amount remaining in the D&O Escrow Deposit equals only the amount, if any, of claims for indemnification contemplated by this Section 3.5(b) asserted prior to such date but not yet resolved.