Common use of Indemnification Escrow Clause in Contracts

Indemnification Escrow. From the First Closing Date until the second anniversary of the First Closing Date (the “Indemnification Expiration Date”), the Total Escrow Consideration shall be held as collateral for the indemnification obligations of the Company and the Sellers pursuant to Article VIII of this Agreement. All of the Sellers shall be deemed to have contributed to the Total Escrow Consideration in proportion to the number of Company Shares held by them and set forth on Schedule 1, and the dollar amount (the “Escrow Portion”) and percentage interest (the “Escrow Percentage”) in the Total Escrow Consideration of each Seller is as set forth in Schedule 1. To the extent possible, the Total Escrow Consideration at the First Closing shall include the portion of the Total Escrow Consideration in respect of the Promoter’s Shares (defined below).