Indemnification Escrow Fund. “Indemnification Escrow Fund” has the meaning set forth in Section 1.3(b).
Indemnification Escrow Fund. (1) From and after the date of this Agreement until the nine-month anniversary of the date hereof (the “Initial Release Date”), Buyer may make claims against the Indemnification Escrow Fund as set forth in this Section 3(c). Buyer shall, simultaneously with delivery of a Claim Notice to the Escrow Participants pursuant to Section 7.2 of the Purchase Agreement, provide such Claim Notice to the Escrow Agent indicating that it is entitled to all or any portion of the Indemnification Escrow Fund pursuant to the terms of Section 7.2 of the Purchase Agreement. The Claim Notice shall set forth the Claim Amount (as defined in the Purchase Agreement). Unless the Escrow Participants provide a written response to Escrow Agent, which written response is received by Escrow Agent within fifteen (15) days after Escrow Agent’s receipt of the Claim Notice, in which the Escrow Participants object to all or any portion of the Claim Amount, Escrow Agent shall pay to Buyer, within two (2) business days after the end of such fifteen (15) day period (or, if the Escrow Participants affirmatively notify the Escrow Agent that they have no objection to the Claim Amount, within two (2) business days after the date on which the Escrow Agent receives such notice), that portion of the Indemnification Escrow Fund which is equal to the Claim Amount, together with any interest or other income thereon through the date of disbursement. If within such fifteen (15) day period, the Escrow Agent receives from the Escrow Participants written notice that they object to any portion of Buyer’s claim, the Escrow Participants’ written response shall specify the reason(s), in reasonable detail, for the objection and the portion, if any, of the Claim Amount which is accepted. If any portion of the Claim Amount is expressly accepted by the Escrow Participants, Escrow Agent shall pay to Buyer, within two (2) business days after Escrow Agent’s receipt of the Escrow Participant’s written response, that portion of the Indemnification Escrow Fund which is equal to the portion of the Claim Amount expressly accepted by the Escrow Participants, together with any interest or other income thereon through the date of disbursement. The portion of any Claim Amount objected to by the Escrow Participants in accordance with the terms of this Agreement (the “Disputed Amount”) shall be retained in the Indemnification Escrow Fund and distributed by Escrow Agent only in accordance with the terms of Section 3(a) above. The E...
Indemnification Escrow Fund. Search hereby delivers to Escrow Agent the number of shares (the "Escrow Shares") of Merger Consideration equal to Two Million, Five Hundred Thousand Dollars ($2,500,000) worth of Search Common Stock at the Valuation Period Market Value (the "Escrow Fund") to Escrow Agent to hold in escrow on the terms and conditions set forth herein.
Indemnification Escrow Fund. At each Closing, each Seller will be deemed to have received and deposited its Escrow Portion into the Indemnification Escrow Fund, without any act of the Seller. At the First Closing, the Total Escrow Consideration (minus the portion of the Total Escrow Consideration in respect of the Promoter’s Shares) will be deposited with the Agent to be governed by the terms set forth herein and in the Escrow Agreement and shall be available to compensate Purchaser for any Losses. At the Second Closing, the Total Escrow Consideration in respect of the Promoter’s Shares will be deposited into the Indemnification Escrow Fund in the same manner. Purchaser shall cause the Agent to hold and safeguard the Indemnification Escrow Fund until the Indemnification Expiration Date and to dispose of the Total Escrow Consideration in accordance with the terms of this Article VIII and the Escrow Agreement.
Indemnification Escrow Fund. As security for the indemnity of the Buyer by the Seller and the Seller Principal Stockholders provided for in Section 8 above, the Escrow Shares shall be registered in the name of the Seller, and deposited (with an executed assignment in blank) with Norwest Bank, N.A. as Escrow Agent, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and in the escrow agreement to be signed by all parties thereto (the "Escrow Agreement"). In the event of any conflict between the terms of this Agreement and the Escrow Agreement, the terms of the Escrow Agreement shall govern. All costs and fees of the Escrow Agent for establishing and administering the Escrow Fund shall be borne equally by the Parties. Upon compliance with the terms hereof, the Buyer shall be entitled to obtain indemnity first from the Escrow Fund for all Adverse Consequences covered by the indemnity provided for in Section 8 above. If the Escrow Fund is not sufficient to cover any such Adverse Consequences covered by Section 8 above, then the Buyer shall be entitled to seek payment from the Seller Principal Stockholders. The form of the Escrow Agreement is attached hereto as Exhibit F. (b)
Indemnification Escrow Fund. On the Closing Date, each of the Dart Companies and each of RMH, GGH and LGH shall execute and deliver the Indemnification Escrow Agreement, pursuant to which the Dart Companies shall establish an escrow account for a period of five years (subject to extension in accordance with Section 9.1(c) hereof) with the Indemnification Escrow Agent and deposit therein cash in the amount of $500,000 (the "Escrow Fund") for the purpose of satisfying (wholly or partially) any unpaid indemnification obligations of the Dart Companies under this Article 9, all as more fully set forth in the Indemnification Escrow Agreement. At the option of the Dart Companies, a letter of credit or surety bond in the amount of $500,000 naming RMH, GGH and LGH as beneficiaries and having terms and conditions satisfactory to RMH, GGH and LGH may be delivered in lieu of the Indemnification Escrow Agreement.
Indemnification Escrow Fund. At the Effective Time, the Escrow Shares will be deposited with an escrow agent that is mutually agreeable to the Company and Parent, without any act required on the part of the Company's stockholders. The Escrow Shares will be held in deposit in accordance with the terms and conditions set forth in Exhibit F attached hereto and will secure the indemnification obligations of the Company and its stockholders to Parent for any losses incurred by Parent as a result of any breach of the representations, warranties, covenants or agreements of the Company which are contained in this Agreement.
Indemnification Escrow Fund. Promptly after the Effective Time, Parent shall deposit with the Indemnification Escrow Agent the Indemnification Escrow Amount out of Merger Consideration otherwise deliverable to the Escrow Participants pursuant to Section 1.6 hereof and shall confirm such deposit in writing with the Indemnification Escrow Agent, which notice shall confirm the Closing Date. Such deposit of the Indemnification Escrow Amount shall constitute an escrow fund (the “Indemnification Escrow Fund”) to be governed solely by the terms set forth herein. The cash comprising the Indemnification Escrow Fund shall be deposited by Parent with respect to each Escrow Participant without any act by them, in accordance with their respective Pro Rata Portions of the Indemnification Escrow Amount. The Indemnification Escrow Fund shall be partial security for the indemnity obligations provided for in Section 7.2 hereof. The Indemnification Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article VII. On or before the Closing Date the Company shall provide Parent with the maximum potential amounts payable to the Escrow Participants from the Indemnification Escrow Fund. The Indemnification Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. Interests in the Indemnification Escrow Fund shall be non-transferable.
Indemnification Escrow Fund. “Indemnification Escrow Fund” shall mean the indemnification escrow fund established pursuant to the Escrow Agreement. Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Indemnification Escrow Fund. At the Closing, the Purchaser or Acquisition Sub shall deposit, or shall cause the deposit of, with the Custody Agent $55,000,000 (the "INDEMNIFICATION ESCROW AMOUNT", and together with all earnings thereon, the "INDEMNIFICATION ESCROW FUND"). The Indemnification Escrow Fund shall be held in accordance with the Custody Agreement. The Company hereby grants to the Purchaser, on behalf of its shareholders, effective as of the Effective Time, a security interest in the Indemnification Escrow Fund for all amounts which may become owed to Purchaser therefrom under this Agreement.
