Indemnification Escrow. On the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with a mutually agreeable escrow agent, pursuant to which $500,000 of the proceeds of the Offering will be deposited by the Company, in connection with the payments of the Company's indemnification obligations pursuant to Section 9. All remaining funds in the escrow account that are not subject to an indemnification claim as of the 24-month anniversary of the Closing Date will be returned to the Company in accordance with the terms of the escrow agreement. The Company shall pay the reasonable fees and expenses of the escrow agent.
Indemnification Escrow. The Company agrees to set aside from the gross proceeds raised pursuant to this Offering, an aggregate amount of $400,000, to be placed in an escrow under the terms of an indemnification escrow agreement to be entered into as of the date hereof between the Company, the Representative, and a mutually appointed escrow agent, for a period of 12 months from the date hereof (the “Indemnification Escrow Agreement”).
Indemnification Escrow a. Notwithstanding the foregoing provisions of Section 1, at the Closing, One Million Dollars ($1,000,000) (the “Xxxxxxxxx Family Escrow Amount”) of the Aggregate Purchase Price shall be paid by MSN to the Escrow Agent to be held in escrow as part of the Indemnification Escrow Amount as contemplated by the Merger Agreement. The amount otherwise payable to each Xxxxxxxxx Family Party at the Closing pursuant to Section 1 shall be reduced by such Xxxxxxxxx Family Party’s pro rata share of the Xxxxxxxxx Family Escrow Amount (in accordance with the total number of Purchased Shares sold by each of them), which amount is specified next to each such Xxxxxxxxx Family Party’s name on Annex A hereto. Such contribution shall be in lieu of, and not in addition to, a portion of the Indemnification Escrow Amount that would otherwise be contributed by the Indemnification Escrow Participants to the Indemnification Escrow Amount pursuant to Section 1.5(e) of the Merger Agreement and accordingly, MSN agrees that, upon payment of the Xxxxxxxxx Family Escrow Amount to the Escrow Agent, a portion of the Indemnification Escrow Amount equal to the Xxxxxxxxx Family Escrow Amount, shall immediately be distributed to the Indemnification Escrow Participants an amount equal to One Million Dollars $1,000,000, pro rata in accordance with their respective Indemnification Escrow Percentages (or if such contribution is made at Closing, such amounts shall be delivered to the Exchange Agent and distributed with the Merger Consideration as specified by the Holder Representative) and each Escrow Participant’s Indemnification Escrow Percentages shall thereafter be reduced to a percentage equal to such Escrow Participant’s Indemnification Percentage as provided in the Merger Agreement multiplied by a fraction the numerator of which is $3,600,000 and the denominator of which is $4,600,000, such that the reduced Escrow Participants’ Indemnification Escrow Percentages together with each Xxxxxxxxx Family Party’s Indemnification Escrow Percentage (as specified next to such Xxxxxxxxx Family Party’s name on Annex A hereto) shall equal 100%.
Indemnification Escrow. (a) The Escrow Shares will be delivered to the Escrow Agent in accordance with the terms of Section 2 to be held and released in accordance with the Escrow Agreement as security of the indemnification obligations of the Securityholders under this Section 8 hereof. The Escrow Agreement will provide, among other things, that any portion of the Escrow Shares not previously released to Acquiror, or retained by Escrow Agent, as a result of an indemnification claim by Acquiror shall be released to the Securityholders on the Escrow Termination Date in accordance with the terms of the Escrow Agreement; provided, however, that if there remain any unsatisfied claims specified in any Officer’s Certificate delivered by Acquiror to the Securityholders’ Agent in accordance with Section 8.4 and prior to the Escrow Termination Date with respect to facts and circumstances existing prior to the Escrow Termination Date, a portion of the Escrow Shares shall be retained by the Escrow Agent in accordance with the terms of the Escrow Agreement until such claims have been resolved (whether by agreement of the parties or as a result of any final decision, judgment or award). The portion of the Escrow Shares to be retained shall be based on the aggregate value of the unsatisfied claims as of the Escrow Termination Date, which value shall be determined upon the mutual agreement of the parties, and if no such agreement can be reached within 15 days following the Escrow Termination Date, the Independent Accounting Firm shall determine the value of the unsatisfied claims, or, if the Independent Accounting Firm refuses to make such determination, then such dispute shall be resolved in accordance with Section 8.6 of this Agreement. For purposes of this Section 8, Securityholders that receive Stock Merger Consideration shall be entitled to use shares of Acquiror Common Stock issued as Stock Merger Consideration to satisfy Damages that are due and payable to an Acquiror Indemnified Person and any such shares of Acquiror Common Stock shall be valued at ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.
Indemnification Escrow. An amount equal to the sum of the General Escrow Amount and the Equityholder Representative Escrow Amount shall be withheld from the aggregate cash consideration payable to the Equityholders pursuant to Sections 2.03(a) and Section 2.06(a), as applicable, and treated in accordance with this Section 2.07. At the Closing, the Equityholder Representative, Parent and the Escrow Agent shall execute the Escrow Agreement. On the Closing Date, Parent, on behalf of the Equityholders, shall deliver the Escrow Amount to the Escrow Agent in immediately available funds by wire transfer deposit. The Equityholder Representative Escrow Amount delivered to the Escrow Agent shall be deposited in a separate account (the “Equityholder Representative Escrow Account”) to be held in escrow to fund the out-of-pocket costs and expenses of the Equityholder Representative pursuant to the provisions of the Escrow Agreement. The General Escrow Amount plus any interest and other income earned thereon (net of any distributions pursuant to the terms of this Agreement and the Escrow Agreement) being held in escrow from time to time pursuant to the Escrow Agreement (the “General Escrow Fund”) shall be held by the Escrow Agent in a dedicated escrow account (the “General Escrow Account”) as security for the indemnification obligations of the Equityholders provided for in Article 10, pursuant to the terms of the Escrow Agreement and shall be disbursed in accordance with the terms thereof.
Indemnification Escrow. As the sole remedy of the Indemnitees for the indemnity obligations of the Company Shareholders set forth in Article XI, at the Closing, Parent shall deposit in escrow an aggregate of 212,500 Parent Class B Ordinary Shares (the “Escrow Fund”), which will be allocated among the Company Shareholders in the same proportions as the total Closing Consideration is allocated among them, all in accordance with the terms and conditions of an escrow agreement to be entered into at the Closing between Parent, the Company, the Company Shareholder Representative, the Surviving BVI Company, the HL Representative, and Continental Stock Transfer & Trust Company (“Continental”) as escrow agent (the “Indemnification Escrow Agreement”). The Indemnification Escrow Agreement will provide that, on the tenth (10th) Business Day after Parent files its annual report for the year ending December 31, 2021 (the “Escrow Termination Date”), subject to any holdback for unresolved claims as provided in the Indemnification Escrow Agreement, Continental will release the Escrow Fund, less that portion of the Escrow Fund applied in satisfaction of or reserved with respect to indemnification claims made prior to such date, to the Company Shareholders in the same proportions as originally deposited into escrow.
Indemnification Escrow. A counterpart, duly executed by each of the Company Stockholder Representative and the Indemnification Escrow Agent, of the Indemnification Escrow Agreement.
Indemnification Escrow. (a) At Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release Date; provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolved.
Indemnification Escrow. (a) On the Closing Date, Seller shall deposit in escrow with ____________, acting as the indemnification escrow agent on the parties' behalf ("Indemnification Escrow Agent"), a deposit in the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00) ("Indemnification Escrow") by bank wire transfer of immediately available funds, to be held in escrow for a period of twelve (12) months from the Closing Date in accordance with the terms and conditions of the Indemnification Escrow Agreement entered into between Seller, Purchaser and Indemnification Escrow Agent in the form of Exhibit M hereto.
Indemnification Escrow. At the Effective Time, the Velagio Shareholders, the CTS Shareholder, Microfield and the Escrow Agent shall enter into an Indemnification Escrow Agreement in the form attached as Exhibit A ("INDEMNIFICATION ESCROW AGREEMENT"). The Indemnification Escrow Agreement will require that simultaneously with the Effective Time the Velagio Shareholders will place 250,000 shares, and the CTS Shareholder will place 250,000 shares, of Microfield Common Stock (for an aggregate of 500,000 shares of Microfield Common Stock) into an escrow account for the purposes of satisfying claims arising under this Agreement or the CTS Merger Agreement. The Indemnification Escrow Agreement shall also provide the manner and method upon which claims will be satisfied by the Microfield Common Stock placed in escrow.
