Escrow Matters. (a) If prior to the applicable Survival Date, a Buyer Indemnified Party makes a bona fide indemnification claim by delivering an Indemnification Notice to Sellers in accordance with this Article VIII, then Sellers shall, within thirty (30) days after delivery of the each such Indemnification Notice, notify Buyers in writing that either (i) Sellers agree and acknowledge that (A) the claim underlying such Indemnification Notice is subject to indemnification pursuant to this Article VIII and (B) Sellers shall indemnify, defend, and hold harmless the applicable Buyer Indemnified Party, from and against any and all Losses suffered, sustained, incurred or required to be paid by the Buyer Indemnified Parties in respect of the claims underlying such Indemnification Notice, in accordance with this Article VIII (each, an “Indemnity Acknowledgment”) or (ii) Sellers do not believe the claim underlying such Indemnification Notice is subject to indemnification pursuant to this Article VIII (each, an “Indemnity Dispute Notice”). For any Indemnification Notice delivered by a Buyer Indemnified Party on or prior to the third (3rd) anniversary of the Closing Date, if Sellers deliver an Indemnity Dispute Notice or Sellers fail to timely deliver an Indemnity Acknowledgment, then the parties shall negotiate in good faith to resolve such claim until the ninetieth (90th) day after the delivery of the Indemnification Notice for such claim, and during such time, Buyers shall make available to Sellers any non-privileged documents and materials in their possession or control (and subject to reasonable and customary precautions to comply with confidentiality obligations and applicable Law) that may be necessary to evaluate the facts and circumstances underlying any claim. Any claim with respect to which Sellers have not provided an Indemnity Acknowledgment or Buyers have not withdrawn, and remains subject to dispute by such date shall be referred to as a “Claim Subject to Escrow.”
Escrow Matters. Prior to the execution hereof, Purchaser has deposited with Asset Seller’s counsel the sum of Fifty Thousand and 0/100 Dollars ($50,000.00) as escrow money (the “Initial Escrow Money”). Upon the execution by the Purchaser hereof, the Asset Seller will cause the Initial Escrow Money to be deposited with the Escrow Agent named in the Escrow Agreement attached hereto as Exhibit F (the “Escrow Agreement”). Upon the execution by the Purchaser of this Agreement, Purchaser agrees to deposit with the Escrow Agent named in the Escrow Agreement an amount of the Purchaser’s common stock (the “Escrow Stock”) having a value as of the date of deposit of One Hundred Fifty Thousand and 0/100 Dollars ($150,000.00) (the Initial Escrow Money and the Escrow Stock and the proceeds thereof being sometimes called herein the "Escrow Money"). For purposes of this Agreement the Escrow Stock shall be deemed to have a value of One Dollar ($1.00) per share. The Escrow Money shall be held in escrow to be applied for Purchaser's benefit against the purchase price at Closing or as otherwise provided for by this Agreement and by the Escrow Agreement. The Escrow Money is non-refundable except as expressly provided herein and in the Escrow Agreement. The Parties agree to execute the Escrow Agreement simultaneously with the execution of this Agreement.
Escrow Matters. This Contract shall be instruction to the Escrow Company, Dealer, or Broker, to carry 53. out terms of this Contract. Escrow shall be performed by:
Escrow Matters. As of the Support Effective Date, the Company and the Consenting Term Lenders agree that, as of the Escrow Amount Release Date, the Escrow Amount shall be transferred to the Administrative Agent by the Escrow Agent on behalf of the Borrower and that the Company and the Consenting Term Lenders constituting the Required Lenders (as defined in the Credit Agreement) shall direct the Administrative Agent to use the Escrow Amount for application as a voluntary prepayment applied pursuant to Section 2.12(a) to the Credit Agreement, with such prepayment to be applied to the Term Loans in direct order of maturity.
Escrow Matters. For purposes of administering claims by Buyer under -------------- this Section 10, at Closing each Shareholder shall place in escrow, under the terms of the Indemnification Escrow Agreement attached as Exhibit F, two-thirds of the number of shares of Retained Stock held by such Shareholder at the Closing. Except as provided below, the Retained Stock shall be held in escrow for a period of thirty (30) months after the Closing Date. After DBI completes a public offering of its Common Stock, or an event under 3.2.1 or 3.2.2 of the Stockholders Agreement occurs, the entire balance of the Retained Stock (or, if an event under 3.2.1 or 3.2.2 of the Stockholders Agreement, up to the amount removed to comply with such provisions) may be removed from the escrow and replaced by the amount of cash received from the sale of such shares, but not in excess of $20,000,000, in which case the Liability Cap shall be adjusted upward by the amount by which the cash received upon sale, up to $20,000,000, exceeds the Liability Cap. After the Retained Stock is released from escrow, the Shareholders shall be free to sell such Retained Stock without lien or other encumbrance of Buyer arising under the terms of this Agreement.
Escrow Matters. Promptly following the Second Closing Date, Vitol and Charlesbank shall notify JPMorgan Chase Bank, N.A., as escrow agent under the Escrow Agreement, of the assignment from Vitol to Charlesbank of a 50% undivided interest in the Escrow Rights and Obligations, and instruct the escrow agent that any amounts distributable to Vitol under the Escrow Agreement shall instead be disbursed 50% each to Vitol and Charlesbank. Vitol and Charlesbank (and their respective Permitted Affiliate Transferees) shall take all commercially reasonable actions in order to ensure that all amounts paid to “Buyer” (as defined in the Escrow Agreement) under the Escrow Agreement shall be disbursed 50% each to Vitol and Charlesbank.
Escrow Matters. (a) Within one (1) Business Day after the date of this Agreement, the Company shall establish a bank account (the “Company Escrow Account”) at Deutsche Bank Trust Company Americas (the “Escrow Agent”). Following the execution of this Agreement, Parent and the Company shall cooperate in good faith to negotiate with the Escrow Agent, and enter into as promptly as practicable, an escrow agreement (the “Escrow Agreement”) substantially consistent with the form attached as Exhibit A hereto and providing for the administration of the Deposit Escrow Account (as defined in the Escrow Agreement).
Escrow Matters. (a) At the Closing, BCBSKS shall deposit the Initial Purchase Price received by it into a separately designated interest bearing deposit account established on or prior to the Conversion Date (the "Escrow Fund") pursuant to ----------- the Escrow Agreement. The parties agree that Purchaser, Anthem West or Anthem Holding Company, as the case may be, may deposit the Initial Purchase Price into the Escrow Fund on behalf of BCBSKS. From time to time, promptly after receipt thereof, BCBSKS shall deposit into the Escrow Fund all amounts that constitute Net Insurance Recoveries. Purchaser shall use commercially reasonable efforts to effect such recoveries.
Escrow Matters. The undersigned shall, jointly and severally with Parent and the other Company Shareholders, indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees (the "indemnitees") from all loss, liability or expense (including the fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent's execution and performance of the Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is due to the negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the Parent or the Shareholders' Agent, except to the extent that its following any such instruction or direction is expressly forbidden by the terms of the Escrow Agreement. The undersigned hereto acknowledges that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of the Escrow Agreement.
Escrow Matters. 92 10.8 Defense of Third Party Claims ..............................................................................94 10.9 Exercise of Remedies Other Than by Purchaser....................................................95 10.10 Exclusive Remedy .................................................................................................95 10.11
