Indemnity Escrow Clause Samples

Indemnity Escrow. The Company shall, on the Closing Date, deposit into an escrow account, for the benefit of the Representative, with an escrow agent in the United States selected by the Representative, an amount equal to one hundred thousand dollars ($100,000) from the Offering proceeds to be released to the Underwriter Indemnified Parties in connection with the payments of Company’s indemnification obligations pursuant to this Section 5. The escrow account will remain in place for a period of twelve (12) months from the date of this Agreement. The Escrow Agreement shall be substantially in the form of Exhibit C, attached hereto, or as otherwise agreed by the Representative.

Indemnity Escrow. Notwithstanding anything to the contrary in this Agreement, any claim for indemnification to which Buyer Indemnified Persons are entitled under this Agreement pursuant to Section 8.1(a)(i) and (iv) will be satisfied solely from the Escrow Funds, and in accordance with the terms of the Escrow Agreement and this Agreement, and Buyer Indemnified Persons will not be entitled to any payment from any source other than the Escrow Funds for any such indemnification claim. For as long as there are funds in the account maintained under the Escrow Agreement, any and all amounts payable by Seller, as Indemnifying Party to a Buyer Indemnified Person with respect to any other claims made under Section 8.1(a) will be paid in cash first out of such account established pursuant to the Escrow Agreement and thereafter by Seller in accordance with payment instructions provided by Buyer. Seller and Buyer will jointly direct the Escrow Agent to disburse to Seller (i) $17 million of the Escrow Funds on the date that is 18 months from the Closing Date and (ii) the remaining balance of the Escrow Fund on the Escrow Termination Date, provided, however, that in the event a Buyer Indemnified Person has made an Indemnity Claim under this ARTICLE VIII or other demand for payment prior to the date of any distribution (a “Pending Claim”), then any disbursement of the balance or remaining balance at such time shall be less an amount sufficient to satisfy all such Pending Claims made since that date of any prior distribution (or the Closing Date in the case of the first distribution) until each such Pending Claim is fully and finally resolved, in each case to such account or accounts as may be specified by Seller in writing to the Escrow Agent prior to such date.

Indemnity Escrow. At Closing, Purchaser will deposit by wire transfer of immediately available funds an amount equal to four percent (4%) of the Purchase Price (the "ESCROWED AMOUNT") with ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association (the "ESCROW AGENT"), to be held, invested and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement substantially in the form of EXHIBIT C attached hereto (the "ESCROW AGREEMENT").

Indemnity Escrow. 36 9.7. Determination of Indemnification Amounts and Related Matters....

Indemnity Escrow. The Indemnity Escrow shall serve as the non-exclusive source of security for the Seller Parties’ indemnification obligations pursuant to Section 8.2. Within five Business Days following the 18-month anniversary of the Closing Date (the “Expiration Date”), Buyer and Seller shall direct the Escrow Agent to deliver to Seller an amount equal to the Indemnity Escrow less the aggregate dollar amount of claims for Losses made by any Indemnified Party pursuant to Section 8.2 (the “Aggregate Outstanding Claims”) that are then outstanding and unresolved (such amount of the retained Indemnity Escrow, as it may be further reduced after the Expiration Date by distributions to Seller as set forth below and recoveries by an Indemnified Party, the “Retained Amount”). In the event and to the extent that after the Expiration Date any outstanding claim made by any Indemnified Party pursuant to Section 8.2 for a Loss is resolved for any amount less than what was retained for such claim at the Expiration Date, then Buyer and Seller shall direct the Escrow Agent to deliver to Seller an aggregate amount of the Retained Amount equal to such difference; provided, however, that such distribution shall only be made to the extent that the Retained Amount remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such time.

Indemnity Escrow. 14 Section 2.8 Closing ...................................................... 14 Section 2.9 Appointment of Representative ................................ 14 2.9.1 Appointment of Representative ................................ 14 2.9.2 Indemnification of Representative ............................ 15 ARTICLE III ................................................................. 15

Indemnity Escrow. Notwithstanding anything in this Agreement to the contrary, it is understood that (a) OpCo’s rights with respect to the Indemnity Escrow (as defined in the Purchase, Sale and Option Agreement dated December 28, 2012, among Resolute Natural Resources, LLC, OpCo, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇) will not be held by the Company but will be held by and distributed to HoldCo, and HoldCo will be responsible for accounting to ACTOIL, as provided in Section 3 of the ACTOIL Letter Agreement, (b) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ will retain their respective rights with respect to the Indemnity Escrow, and (c) the Indemnity Escrow shall not be considered in the calculation of Adjusted Enterprise Value or the Final Adjusted Enterprise Value.

Indemnity Escrow. Any payment the Company is obligated to make to any Buyer Indemnified Party pursuant to Section 11.2 shall be paid solely from the Indemnity Escrow Fund in accordance with the Escrow Agreement. Upon termination of the Survival Period, the Escrow Agent shall release all of (i) the then existing amount of the Indemnity Escrow Fund to each Member that held issued and outstanding Membership Interests as of immediately prior to the Effective Time in accordance with such Member's Fully Diluted Percentage Interests, less (ii) the amount of claims for indemnification under Section 11.2 asserted by the Buyer prior to the termination of the Survival Period but not yet resolved ("UNRESOLVED CLAIMS"), and any unreleased amount shall be retained by the Escrow Agent. The Indemnity Escrow Fund retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Buyer for any such claims resolved in favor of Buyer) to each Member that held issued and outstanding Membership Interests as of immediately prior to the Effective Time in accordance with such Member's Fully Diluted Percentage Interests upon their resolution in accordance with Sections 11.1 through 11.8.

Indemnity Escrow. Immediately upon the consummation of the Closing, and pursuant to the terms of the Indemnity Escrow Agreement, the Indemnity Escrow Deposit will be deposited with the Indemnity Escrow Agent to be held as collateral security for the Piedmont Companies’ obligations to indemnify the Buyer Indemnified Parties under this Article 11.