Indemnity Escrow Clause Samples
POPULAR SAMPLE Copied 103 times
Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to ▇▇▇▇▇ Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Surviva...
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. (a) Buyer shall cause the Indemnity Escrow Amount to be deposited on the Closing Date with the Escrow Agent to be held pursuant to the terms hereof and the terms of the Indemnity Escrow Agreement. Prior to seeking payment directly from Members’ Representative or any Member for any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall first seek to satisfy such claim from the Indemnity Escrow Amount in accordance with the terms of the Indemnity Escrow Agreement. To the extent the Indemnity Escrow Amount is insufficient to pay the full amount of any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall, subject to the other limitations in this Article XI, have the right to recover such remaining amounts from Members’ Representative or the Members by any means allowed under applicable law.
(b) On the eighteen-month anniversary of the Closing Date, Buyer shall instruct the Escrow Agent to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)) the then remaining balance of the Indemnity Escrow Amount, except that the Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article XI asserted by the Buyer or the Surviving Company prior to such eighteen-month anniversary but not yet resolved. The Indemnity Escrow Amount retained for any such unresolved claims shall be released by the Escrow Agent (to the extent not utilized to pay Buyer or the Surviving Company for any such claims resolved in favor of Buyer or the Surviving Company) upon their resolution in accordance with this Article XI.
(c) All fees and expenses of the Escrow Agent under the Indemnity Escrow Agreement shall be paid by Buyer.
Indemnity Escrow. On the Closing Date, Buyer shall, pursuant to the Indemnity Escrow Agreement, deposit with ▇▇▇▇▇ Fargo, National Association (the “Escrow Agent”) as a holdback of a portion of the Purchase Price, an amount equal to Seven Million Dollars ($7,000,000) (the “Indemnity Escrow Amount”). Any payment that Seller is obligated to make to the Buyer Indemnified Group pursuant to Article IX shall be paid first from the Indemnity Escrow Amount, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so made. If the Indemnity Escrow Amount is insufficient to pay any such amounts, Seller shall be obligated to make such payments to the Buyer Indemnified Group pursuant to, and subject to the limitations in, Article IX. On the date that is twelve (12) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (1) the remaining balance of the Indemnity Escrow Amount less (2) the amount of any claims for indemnification under Article IX asserted by Buyer prior to such date but not yet resolved (“Unresolved Claims”) less (3) an amount equal to Four Million Dollars ($4,000,000) (the “Adjusted Escrow Amount”). On the date that is twenty four (24) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance of the Adjusted Escrow Amount less (B) the amount of any Unresolved Claims. The Adjusted Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay the Buyer Indemnified Group for any such claims resolved in favor of the Buyer Indemnified Group) upon resolution of such claims in accordance with Article IX, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so made.
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 PSA is hereby amended by deleting all references to the “Indemnity Escrow” and the “Indemnity Escrow Agreement”. In furtherance and not in limitation of the foregoing, the PSA is hereby amended as follows:
(a) Section 2.2.2 of the PSA is hereby deleted in its entirety and replaced with the following:
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. 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. On or prior to the Closing Date, Buyer, Sellers and Bank One Trust Company, National Association, a national banking association, as escrow agent (the "Indemnity Escrow Agent"), shall enter into an escrow agreement substantially in the form of Exhibit D (the "Indemnity Escrow Agreement") providing for the establishment of an escrow account (the "Indemnity Escrow Account") with the Indemnity Escrow Agent. At the Closing, Buyer shall deposit in the Indemnity Escrow Account so established $200,000, to secure the obligations of Sellers to Buyer pursuant to SECTION 11.1 (the "Indemnity Escrow Amount"), which shall be held, invested and subsequently disbursed in accordance with the terms, conditions and provisions of the Indemnity Escrow Agreement. The Indemnity Escrow Agent's fees shall be paid 50% by Buyer, on the one hand, and 50% by the Sellers, on the other.