Common use of Escrow Ledger Clause in Contracts

Escrow Ledger. The Escrow Agent shall create and maintain a written record (the "Escrow Ledger") of: (1) each Company Equity Participant’s name and address; (2) each such person’s Equityholder’s Proportionate Interest; (2) each Company Equity Participant’s proportionate interest in the Contingent Portion of the Escrow Fund; (3) each such person’s Equityholder’s Proportionate Interest in the Indemnity Portion of the Escrow Fund subject to pending claims; (4) the Indemnity Portion of the Escrow Fund released to Parent in satisfaction of claims in accordance with Section 9 of the Merger Agreement; and (5) an account of the Indemnity Portion of the Escrow Fund released to each Company Equity Participant on a Release Date. The Escrow Ledger shall also reflect the total number of Deposited Shares and property remaining in the Escrow Fund. The Escrow Agent shall adjust the Escrow Ledger to reflect changes in each Company Equity Participant’s interest in the Deposited Shares. Absent manifest error, all of the Escrow Agent's determinations as to the Escrow Ledger shall be binding and conclusive on all parties to this Agreement. Adjustments to the Ledger shall include, but are not limited to, the following:

Escrow Ledger. The Escrow Agent shall create and maintain a written record (the "Escrow Ledger") of: (1) each Company Equity Participant’s 's name and address; (2) each such person’s 's Equityholder’s 's Proportionate Interest; (2) each Company Equity Participant’s 's proportionate interest in the Contingent Portion of the Escrow Fund; (3) each such person’s 's Equityholder’s 's Proportionate Interest in the Indemnity Portion of the Escrow Fund subject to pending claims; (4) the Indemnity Portion of the Escrow Fund released to Parent in satisfaction of claims in accordance with Section 9 of the Merger Agreement; and (5) an account of the Indemnity Portion of the Escrow Fund released to each Company Equity Participant on a Release Date. The Escrow Ledger shall also reflect the total number of Deposited Shares and property remaining in the Escrow Fund. The Escrow Agent shall adjust the Escrow Ledger to reflect changes in each Company Equity Participant’s 's interest in the Deposited Shares. Absent manifest error, all of the Escrow Agent's determinations as to the Escrow Ledger shall be binding and conclusive on all parties to this Agreement. Adjustments to the Ledger shall include, but are not limited to, the following:: the Escrow Agent shall adjust the Escrow Ledger to reflect the issuance of Milestone Payments. the Escrow Agent shall deduct the portion of the Indemnity Portion of the Escrow Fund that are charged and allocated to each Company Equity Participant's account in satisfaction of claims by Parent or Parent Indemnified Person(s) made in accordance with Section 9.5 of the Merger Agreement.