Escrow Fund and Indemnification Sample Clauses

Escrow Fund and Indemnification. At the Closing, the Company will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Healtheon after the Closing). As soon as practicable after the Closing, the Escrow Amount will be deposited with U.S. Bank Trust National Association, (or other institution acceptable to Healtheon and the Securityholder Agent (as defined in Section 7.2(g) below)) as Escrow Agent (the "ESCROW AGENT"), such deposit to constitute an escrow fund (the "ESCROW FUND") to be governed by the terms set forth herein and at Healtheon's cost and expense. The Escrow Fund shall be available to compensate Healtheon, Acquisition Sub and their affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Healtheon, Acquisition Sub, their officers, directors, or affiliates directly or indirectly as a result of (a) any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained herein and (b) any Loss arising out of a claim by Netsource or any trustee in bankruptcy or creditor relating the Asset Purchase Agreement dated March 20, 1997 (the "Netsource Agreement"). Healtheon and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate consideration. Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Asset Purchase does not close. Healtheon may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $50,000, which, for purposes of aggregating such amount, shall not include the value of any Healtheon shares transferred to Netsource, have been delivered to the Escrow Agent as provided in paragraph (e); in such case, Healtheon may recover from the Escrow Fund the total of its Losses, including the first $50,000; provided, however, in the event that such Losses ar...