Common use of Escrow Amount Clause in Contracts

Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article I, Castlight shall withhold from each Converting Holder’s applicable portion of the Merger Consideration issuable to such Converting Holder pursuant to Section 1.3(a) such Converting Holder’s Pro Rata Share of the Escrow Amount and deposit the Escrow Amount with the Escrow Agent. For each Converting Holder that holds both vested and unvested shares of Jiff Capital Stock, the shares of Castlight Class B Common Stock contributed to the Escrow Fund shall consist of vested and unvested shares of Castlight Class B Common Stock in the same ratio as such Converting Holders ratio of vested and unvested Jiff Capital Stock, and any unvested shares of Castlight Class B Common Stock in the Escrow Fund shall vest before any unvested shares of Castlight Class B Common Stock not in the Escrow Fund. The Escrow Fund and the Set-Off Right shall constitute partial security for the benefit of Castlight (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Article IX, and shall be held and distributed in accordance with Section 9.1. The adoption of this Agreement and the approval of the principal terms of the Merger by Jiff Stockholders shall constitute, among other things, approval of the Escrow Amount, the withholding of the Escrow Amount by Castlight and the appointment of the Stockholders’Agent.

Escrow Amount. Notwithstanding anything to (a) At the contrary in the other provisions of this Article IClosing, Castlight shall withhold from each Converting Holder’s applicable a portion of the Merger Consideration issuable Estimated Purchase Price in an amount equal to the Adjustment Escrow Amount shall be deposited with the Escrow Agent in accordance with the Escrow Agreement and such Converting Holder amount, as adjusted from time to time, together with any interest or other income earned thereon, shall be referred to as the “Adjustment Escrow Fund”. Neither the Seller nor any other Person shall have any liability for any amounts due to Purchaser pursuant to Section 1.3(a) such Converting Holder’s Pro Rata Share 1.3 in excess of the Adjustment Escrow Amount Amount, and deposit Purchaser’s sole source of recourse and recovery for such amounts due shall be the Escrow Amount with the Escrow Agent. For each Converting Holder that holds both vested and unvested shares of Jiff Capital Stock, the shares of Castlight Class B Common Stock contributed to the Escrow Fund shall consist of vested and unvested shares of Castlight Class B Common Stock funds available in the same ratio as such Converting Holders ratio of vested and unvested Jiff Capital Stock, and any unvested shares of Castlight Class B Common Stock in the Escrow Fund shall vest before any unvested shares of Castlight Class B Common Stock not in the Adjustment Escrow Fund. The Adjustment Escrow Fund Funds may be distributed to Purchaser and/or Seller solely and the Set-Off Right shall constitute partial security for the benefit of Castlight (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Article IX, and shall be held and distributed exclusively in accordance with Section 9.1. The adoption of this Agreement 1.3(e) and the approval of the principal terms of the Merger by Jiff Stockholders Escrow Agreement and shall constitutenot be available for any other payment to Purchaser or any of its Affiliates. (b) At the Closing, among a portion of the Estimated Purchase Price in an amount equal to the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with the Escrow Agreement and such amount, as adjusted from time to time, together with any interest or other thingsincome earned thereon, approval shall be referred to as the “Indemnity Escrow Fund”. Neither Seller nor any other Person shall have any liability for any amounts due to Purchaser pursuant to Article VIII in excess of the Indemnity Escrow Amount, and Purchaser’s sole source of recourse and recovery for such amounts due shall be the funds available in the Indemnity Escrow Fund. The Indemnity Escrow Funds may be distributed to Purchaser and/or Seller solely and exclusively in accordance with Article VIII and the terms of the Escrow Amount, the withholding Agreement and shall not be available for any other payment to Purchaser or any of the Escrow Amount by Castlight and the appointment of the Stockholders’Agentits Affiliates.

Escrow Amount. Notwithstanding anything In respect of the Indemnifying Parties’ potential obligations (i) related to the contrary in the other provisions payment of this Article I, Castlight shall withhold from each Converting Holder’s applicable portion of the Merger Consideration issuable to such Converting Holder any Adjustment Escrow Amount pursuant to Section 1.3(a1.10(e), and (ii) such Converting Holder’s Pro Rata Share for indemnification pursuant to Article VII, at the Closing, Parent shall deliver (or cause to be delivered) to Acquiom Clearinghouse LLC (or another institution mutually agreeable to Parent and the Company) as escrow agent (the “Escrow Agent” (A) the Adjustment Escrow Amount for deposit into the Adjustment Escrow Fund and (B) the Indemnity Escrow Amount for deposit into the Indemnity Escrow Fund, each as established pursuant to the terms of the Escrow Amount and deposit the Escrow Amount with the Escrow AgentAgreement. For each Converting Holder that holds both vested and unvested shares of Jiff Capital StockExcept as otherwise provided by Applicable Law, the shares of Castlight Class B Common Stock contributed to the Escrow Fund shall consist of vested and unvested shares of Castlight Class B Common Stock in the same ratio as such Converting Holders ratio of vested and unvested Jiff Capital Stock, and any unvested shares of Castlight Class B Common Stock in the Escrow Fund shall vest before any unvested shares of Castlight Class B Common Stock not in the Escrow Fund. The Adjustment Escrow Fund and the Set-Off Right shall constitute partial security for the benefit of Castlight (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Article IX, and Indemnity Escrow Fund shall be held as trust funds and distributed shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person. The Adjustment Escrow Amount and the Indemnity Escrow Amount shall be released to the Indemnifying Parties in accordance with Section 9.1. The adoption 1.10 and Section 7.6, respectively; provided, that if on or prior to the escrow release date set forth in Section 7.6, Parent notifies the Securityholder Representative in writing of this Agreement and a claim for indemnification pursuant to Article VII which Parent reasonably believes may be satisfied from the approval of Indemnity Escrow Fund in accordance with Section 7.2(b), then, for each such claim, an amount equal to such claim shall not be released from the principal terms of the Merger by Jiff Stockholders shall constitute, among other things, approval of the Indemnity Escrow Amount, the withholding of the Escrow Amount by Castlight and the appointment of the Stockholders’AgentFund.

Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article Icontained herein, Castlight Buyer shall withhold from each Converting Holder’s applicable portion the Purchase Price otherwise payable at Closing an amount equal to $1,000,000 (the "ESCROW AMOUNT"). On the Closing Date, Buyer shall cause the Escrow Amount to be delivered to LASALLE BANK as escrow agent (the "ESCROW AGENT"), pursuant to an escrow agreement by and among Buyer, Sellers and Escrow Agent (the "ESCROW AGREEMENT") having terms and conditions reasonably acceptable to Buyer and Sellers. The Escrow Amount shall be paid to the Escrow Agent on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent. The Escrow Amount will be held by the Escrow Agent as partial security for the obligations of Sellers to Buyer pursuant to the terms of SECTION 9.2 of this Agreement. Obligations of Sellers to Buyer pursuant to the terms of SECTION 9.2 of this Agreement shall be satisfied first by payment from the Escrow Amount, but shall not be limited at any time to the value of the Merger Consideration issuable Escrow Amount. Sellers acknowledge and agree that Buyer's exercise of its rights under the Escrow Agreement shall not limit Buyer's right to such Converting Holder pursuant recover any amounts owed to Section 1.3(a) such Converting Holder’s Pro Rata Share it that exceed the Escrow Amount and application of the Escrow Amount shall not be in substitution of or in any way limit Buyer's exercise of its other rights and deposit the Escrow Amount with the Escrow Agent. For each Converting Holder that holds both vested and unvested shares of Jiff Capital Stockremedies hereunder, the shares of Castlight Class B Common Stock contributed to the Escrow Fund shall consist of vested and unvested shares of Castlight Class B Common Stock in the same ratio as such Converting Holders ratio of vested and unvested Jiff Capital Stock, and any unvested shares of Castlight Class B Common Stock in the Escrow Fund shall vest before any unvested shares of Castlight Class B Common Stock not in the Escrow Fund. The Escrow Fund and the Set-Off Right shall constitute partial security for the benefit of Castlight (on behalf of itself or under any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Article IX, and shall be held and distributed in accordance with Section 9.1. The adoption of this Agreement and the approval of the principal terms of the Merger by Jiff Stockholders shall constitute, among other things, approval of the Escrow Amount, the withholding of the Escrow Amount by Castlight and the appointment of the Stockholders’Agentagreement or applicable law.

Escrow Amount. Notwithstanding anything (i) By virtue of this Agreement and as security for the indemnity obligations provided for in this Article VII, at the Effective Time Parent will deposit with the Escrow Agent the Escrow Amount (the “Escrow Fund”). Subject to the contrary limitations in the other provisions of this Article IVII, Castlight the Escrow Amount shall withhold from each Converting Holder’s applicable portion be available to compensate the Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recover under this Article VII. If the Seller Indemnifying Parties shall become obligated to indemnify Parent or any other Parent Indemnified Party against any Losses pursuant to this Article VII, such Parent Indemnified Party shall be entitled, in addition to any other right or remedy it may have, but subject to the limitations in Section 7.4(d), and following the reduction of the Merger Consideration issuable Escrow Amount to zero (or, with respect to a Company Stockholder, the reduction of such Converting Holder pursuant to Section 1.3(a) such Converting HolderCompany Stockholder’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount and deposit to zero, as applicable) to set-off all or any portion of such Losses against any Earn-Out Payment that may become payable under Section 1.7(d) (or, with respect to a Company Stockholder, the portion of any Earn-Out Payment payable to such Company Stockholder, as applicable). The Parent Indemnified Parties shall not proceed directly against any Company Stockholder individually with respect to an indemnification claim pursuant to this Article VII unless such Company Stockholder’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount with has been reduced to zero and then only to the extent that recovery is not excluded under Section 7.4(d) or otherwise. For avoidance of doubt, the parties hereto agree that none of the amounts due to a Participant under the Retention Bonus Plan shall be held in the Escrow Agent. For Fund. (ii) On the date any claim becomes a Payable Claim for which a Parent Indemnified Party has elected to seek recovery from the Escrow Fund, each Converting Holder that holds both vested Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount shall be irrevocably and unvested shares immediately reduced by the amount of Jiff Capital Stock, the shares such claim and payment of Castlight Class B Common Stock contributed to such amount from the Escrow Fund shall consist be made to the Parent Indemnified Parties in accordance with the Escrow Agreement and Section 7.5, provided, however, that, if and to the extent a Payable Claim is not payable by all of vested the Seller Indemnifying Parties based on their Interim Escrow Indemnity Pro Rata Share, each Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount shall be reduced by the amount of the Payable Claim payable by such Seller Indemnifying Party. The dollar amount of the aggregate reductions of the Escrow Amount shall reduce the Payable Claims by the exact same dollar amount. If, as a result of the preceding proviso in this Section 7.5(e)(ii), the Interim Escrow Indemnity Pro Rata Share of the Escrow Amount attributable to one or more Seller Indemnifying Parties is reduced to zero before the Interim Escrow Indemnity Pro Rata Share of the Escrow Amount of one or more other Seller Indemnifying Parties is reduced to zero, then the Parent Indemnified Parties shall recover Payable Claims attributable to such Seller Indemnifying Parties directly from those Seller Indemnifying Parties whose Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been fully depleted (it being understood that, as an alternative to recovering directly from any such Seller Indemnifying Parties whose Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been fully depleted, Parent shall have the right to recover, from time to time, all or part of the amount of such Payable Claims by setting off such amount against all or part of the amount then-owing by Parent to such Seller Indemnifying Party pursuant to any rights of set-off as may be provided for in any of the Merger-Related Agreements, including rights of set-off against the Earn-Out Payment, to which such Seller Indemnifying Party is a party), and unvested shall recover amounts attributable to the other Seller Indemnifying Parties from their remaining Interim Escrow Indemnity Pro Rata Shares of the Escrow Amount. Subject to Section 7.4(d), if the Escrow Amount attributable to all the Indemnifying Parties is reduced to zero, then the Indemnified Parties shall recover all Payable Claims directly from the Indemnifying Parties by whom such Payable Claims are payable; it being understood that, as an alternative to recovering directly from any Indemnifying Parties whose Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been fully depleted, Parent shall have the right to recover, from time to time, all or part of the amount of such Payable Claims by setting off such amount against all or a part of the amount then-owing by Parent to such Indemnifying Party pursuant to any other rights of set-off as may be provided for in any of the Merger-Related Agreements, including the rights of set-off against the Earn-Out Payment. For purposes of indemnification hereunder, a Parent Indemnified Party shall have the right to cancel the number of shares of Castlight Class B Common Parent Stock in the same ratio as such Converting Holders ratio of vested and unvested Jiff Capital Stock, and any unvested shares of Castlight Class B Common Stock in the Escrow Fund shall vest before any unvested shares of Castlight Class B Common Stock not in the Escrow Fund. The Escrow Fund and the Setissued to a Seller Indemnifying Party through an Earn-Off Right shall constitute partial security for the benefit of Castlight (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant Out Payment equal to the indemnification obligations of such Seller Indemnifying Party (and for such purposes the Converting Holders under Article IX, and value of such shares shall be held the EO Share Price). (iii) On the next Business Day following the Survival Date, if and distributed to the extent any Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the remaining Escrow Amount, after taking into account all reductions and adjustments pursuant to Section 7.5(e)(ii), exceeds the amount of the Unresolved Claims that, if successful, would be payable by such Seller Indemnifying Party, then such Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the remaining Escrow Amount shall be reduced by the amount of such excess and a payment shall be paid from the Escrow Fund in accordance with Section 9.1. The adoption of this the Escrow Agreement and Section 7.5 to the approval account specified by the Stockholder Representative and Parent shall then, after receiving written confirmation from the Stockholder Representative that no Seller Indemnifying Party has provided updated wire transfer instructions or mailing address, promptly cause the Escrow Agent or Paying Agent to distribute such payment to each such Seller Indemnifying Party using the same payment information that was used for payments of the principal terms of Total Closing Consideration such that each such Seller Indemnifying Party receives such excess amount attributable to it, him or her. At the Merger by Jiff Stockholders Survival Date, the Escrow Agent shall constitutedistribute or cause to be distributed, among other things, approval the remaining portion of the Escrow Amount, if any, to the withholding Seller Indemnifying Parties; provided, however, that the Escrow Agent shall continue to withhold an amount equal any Unresolved Claims specified in any Officer’s Certificate meeting the requirements of Section 7.5(a) delivered to the Stockholder Representative prior to the Survival Date, and any such amount shall not be distributed to the Seller Indemnifying Parties at such time. As soon as all such claims have been resolved, Escrow Agent shall deliver to the Seller Indemnifying Parties the remaining portion of the Escrow Amount, if any, not required to satisfy such Unresolved Claims. Deliveries of the Escrow Amount by Castlight to the Seller Indemnifying Parties pursuant to this Section 7.4 shall be made pursuant to the Spreadsheet. (iv) From and after the Survival Date until each Seller Indemnifying Party’s entire Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been fully depleted pursuant to Section 7.5(e)(ii), Section 7.5(e)(iii) and the appointment last sentence of this Section 7.5(e)(iv), Parent shall promptly deliver to the Escrow Agent and the Stockholder Representative a notice, as each Unresolved Claim (whether or not such Unresolved Claim existed on the Survival Date) becomes resolved as either a Payable Claim or a claim that is not a Payable Claim, of such resolution and either (A) if and to the extent the Unresolved Claim has been resolved as a Payable Claim, Parent shall specify the amount by which each Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the Stockholders’AgentEscrow Amount shall be reduced further in accordance with and subject to the Escrow Agreement and Section 7.5(e)(ii) as a result of such Unresolved Claim becoming a Payable Claim or (B) if and to the extent the Unresolved Claim has been resolved as a claim that is not entirely a Payable Claim, specify the positive amount, if any, at such time by which the Interim Escrow Indemnity Pro Rata Share of the remaining Escrow Amount (after taking into account all reductions and adjustments pursuant to Section 7.5(e)(ii) and all payments pursuant to Section 7.5(e)(iii) and the last sentence of this Section 7.5(e)(vi)), attributable to each Seller Indemnifying Party whose Interim Escrow Indemnity Pro Rata Share of the remaining Escrow Amount would have been reduced if such Unresolved Claim had been entirely a Payable Claim, exceeds the aggregate amount of the remaining Unresolved Claims (including Unresolved Claims that did not exist on the Survival Date) that, if successful, would be payable by such Seller Indemnifying Party. The Interim Escrow Indemnity Pro Rata Share of the Escrow Amount attributable to each such Seller Indemnifying Party referenced in the preceding clause (B) shall be reduced by such positive excess amount, if any, specified in accordance with the preceding clause (B) that is attributable to such Seller Indemnifying Party and a payment shall be paid from the Escrow Fund in accordance with the Escrow Agreement and Section 7.5 to the account specified by the Stockholder Representative and Parent shall then, after receiving written confirmation from the Stockholder Representative that no Company Stockholder has provided updated wire transfer instructions or mailing address, promptly cause the Escrow Agent or Paying Agent to distribute such payment to each such Seller Indemnifying Party referenced in the preceding clause (B) so that each such Seller Indemnifying Party receives such positive excess amount attributable to it, him or her). (v) Any amounts payable to the Seller Indemnifying Parties pursuant to clauses (iii) and (iv) above (A) shall be rounded to the nearest one hundredth (0.01) of a dollar (with amounts 0.005 and above rounded up) and (B) if subject to applicable tax withholding shall be returned to Parent prior to distribution and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to the applicable Seller Indemnifying Party. If the sum of the final amounts payable to the Seller Indemnifying Parties, rounded as a result of the preceding sentence, does not equal the remaining Escrow Amount, then the appropriate amount will be added or subtracted from the Seller Indemnifying Party with the greatest Interim Escrow Indemnity Pro Rata Share, such that the sum of such final amounts does equal the remaining Escrow Amount.

Escrow Amount. Notwithstanding anything At the Closing, Parent shall deposit $6,100,000 of the merger consideration that would have otherwise been payable to the contrary in Equityholders pursuant to the other provisions terms of this Article I, Castlight shall withhold from each Converting Holder’s applicable portion Agreement (the “Escrow Amount”) in an account with the Escrow Agent to be held by the Escrow Agent in accordance with the terms of the Merger Consideration issuable Escrow Agreement; provided that $100,000 of such Escrow Amount (the “Reserve Amount”) shall be held in a separate account by the Escrow Agent solely for the use of the Holder Representative to such Converting pay the costs, fees or other expenses (including, without limitation, all claims for indemnification under Section 8.7(f)) related to the Holder Representative’s actions taken with respect to this Agreement or the Escrow Agreement. Neither Parent nor any Parent Indemnitee shall have any right, title or interest to the Reserve Amount and shall not make any claims against the Reserve Amount under this Agreement or otherwise. The Escrow Amount shall be used to satisfy any purchase price adjustments pursuant to Section 1.3(a) such Converting Holder’s Pro Rata Share 2.13 or claims for indemnification by Parent Indemnitees determined to be due and payable pursuant to this Agreement in accordance with the terms of the Escrow Amount and deposit the Escrow Amount with the Escrow Agent. For each Converting Holder that holds both vested and unvested shares of Jiff Capital Stock, the shares of Castlight Class B Common Stock contributed to the Escrow Fund shall consist of vested and unvested shares of Castlight Class B Common Stock in the same ratio as such Converting Holders ratio of vested and unvested Jiff Capital Stock, and any unvested shares of Castlight Class B Common Stock in the Escrow Fund shall vest before any unvested shares of Castlight Class B Common Stock not in the Escrow Fund. The Escrow Fund and the Set-Off Right shall constitute partial security for the benefit of Castlight (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Article IX, Agreement and shall be held maintained and distributed used strictly in accordance with Section 9.1. The adoption the terms of this Agreement and the approval of the principal terms of the Merger by Jiff Stockholders shall constitute, among other things, approval of the Escrow Amount, the withholding Agreement. The portion of the Escrow Amount by Castlight that shall be withheld with respect to each share of Series A Preferred Stock, Series B Preferred Stock and Common Stock and for any payment for each share subject to Options and Warrants shall be the appointment of the Stockholders’AgentEscrow Per Share Amount.