Indemnity Escrow Account. The Indemnity Escrow Amount shall be maintained in the escrow account until the first year anniversary of the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII for indemnification under this Section 8.2 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.2 and Article IX and the Indemnity Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to Axys the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, DPII shall have asserted a claim for indemnity in accordance with this Section 8.2 and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) equal to the value of the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement and the Indemnity Escrow Agreement. After the Indemnity Escrow Amount is exhausted or the Indemnity Escrow Agreement is terminated, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission
Indemnity Escrow Account. (a) At the Closing, the Buyer shall deposit $2,000,000 (which may be in the form of an irrevocable, direct pay letter of credit or similar bank guarantee (the "Indemnity Letter of Credit"), in either case in form reasonably acceptable to the Buyer from a financial institution reasonably acceptable to the Buyer issued to the Escrow Agent on behalf of the Seller) into an escrow account with an escrow agent mutually acceptable to the Buyer and the Seller (the "Indemnity Escrow Account"). Such amount or instrument shall be held in and paid out of the Indemnity Escrow Account in accordance with the terms hereof and the terms of an Indemnity Escrow Agreement to be entered into among the Buyer, the Seller and the escrow agent (the "Escrow Agent"), in form and substance mutually agreeable among such parties (the "Indemnity Escrow Agreement").
Indemnity Escrow Account. The Indemnity Escrow Amount shall be maintained in the escrow account established pursuant to the Escrow Agreement for the purpose of satisfying claims by any member of the Acquiror Group for indemnification under this Article VIII. Upon expiration of the Escrow Period, and subject to the terms of this Agreement and the Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to the Company Stockholders the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, Acquiror or any member of the Acquiror Group shall have asserted a claim for indemnity in accordance with this Article VIII and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow an amount of cash equal to the value of the asserted claim until such matter is resolved.
Indemnity Escrow Account. On the first Business Day following the twelve (12) month anniversary of the Closing Date (the “Escrow Termination Date”), Purchaser and Sellers’ Representative shall promptly deliver joint written instructions to the Escrow Agent as is necessary to cause the remaining funds on deposit in the Indemnity Escrow Account, minus the aggregate amount of any unsatisfied claims for Damages of the Purchaser Indemnified Parties properly made on or prior to 11:59 p.m. Eastern Time on the Escrow Termination Date in accordance with the terms of this Section 9 (the “Pending Claim Reserve”), to be released to the Sellers in accordance with their Ownership Percentages. The Pending Claim Reserve shall remain in the Indemnity Escrow Account until the resolution of the applicable claim or claims to which such reserve relates. To the extent such pending claim or claims are resolved in favor of the Purchaser, the Pending Claim Reserve shall be paid to Purchaser pursuant to joint written instructions to the Escrow Agent or in accordance with a final, non-appealable order from a court of competent jurisdiction or arbitration award delivered to the Escrow Agent, as applicable, with any amount remaining in the Indemnity Escrow Account after such payment to be released to the Sellers, in accordance with their Ownership Percentages.
Indemnity Escrow Account. The Indemnity Escrow Amount shall be maintained in the escrow account established pursuant to the Escrow Agreement until the date which is twelve (12) months following the Closing Date (the "Escrow Period") for the purpose of satisfying claims by Parent and/or any member of the Parent Group and/or Acquisition Co. for indemnification under this Article VIII. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.3 and the Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to the Company Stockholders the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, Parent and/or any member of the Parent Group and/or Acquisition Co. shall have asserted a claim for indemnity in accordance with this Article VIII and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow an amount of cash equal to the value of the asserted claim until such matter is resolved.
Indemnity Escrow Account. In the event that NetSol is entitled to indemnification under this SECTION 5.2, NetSol's only recourse for indemnification shall be the Indemnity Escrow Amount of Stockholders pursuant to the terms of this Agreement and the Indemnity Escrow Agreement. In the event that NetSol is not entitled to indemnification under this section 5.2 within a period of 18 months after the Closing Date pursuant to Section 5.1 the Indemnity Escrow Amount of Stockholders has to be released from the Indemnity Escrow Account to the Stockholders. In the event that Stockholders are entitled to indemnification under this SECTION 5.2, Stockholders' only recourse for indemnification shall be the Indemnity Escrow Amount of NetSol pursuant to the terms of this Agreement and the Indemnity Escrow Agreement. In the event that Stockholders are not entitled to indemnification under this section 5.2 within a period of 18 months after the Closing Date pursuant to Section 5.1 the Indemnity Escrow Amount of NetSol has to be released from the Indemnity Escrow Account to NetSol.
Indemnity Escrow Account. In the event of a claim by a Purchaser Indemnified Party pursuant to Section 9.2(a) or Section 9.2(b), such Purchaser Indemnified Party shall seek payment first from the Indemnity Escrow Account in accordance with the Indemnity Escrow Agreement, provided, however, if any claim by a Purchaser Indemnified Party is made pursuant to Section 9.2(a) or Section 9.2(b) and sufficient amounts do not remain in the Indemnity Escrow Account to satisfy such claim, then subject to the other applicable limitations set forth in this Article IX (including the Cap limitation), such Purchaser Indemnified Party shall be entitled to seek recourse directly from the Sellers for the amount of Losses arising from such claim that are in excess of the amounts remaining in the Indemnity Escrow Account.
Indemnity Escrow Account. On the first Business Day following the twelve (12) month anniversary of the Closing Date (the “Escrow Termination Date”), Purchaser and LLC Seller shall promptly deliver joint written instructions to the Escrow Agent as is necessary to cause the remaining funds on deposit in the Indemnity Escrow Account, minus the aggregate amount of any unsatisfied claims for Damages of the Purchaser Indemnified Parties properly made on or prior to 11:59 p.m. Eastern Time on the Escrow Termination Date in accordance with the terms of this Section 9 (the “Pending Claim Reserve”), to be released to the LLC Seller. The Pending Claim Reserve shall remain in the Indemnity Escrow Account until the resolution of the applicable claim or claims to which such reserve relates. To the extent such pending claim or claims are resolved in favor of the Purchaser, the Pending Claim Reserve shall be paid to Purchaser, with any amount remaining in the Indemnity Escrow Account after such payment to be released to the LLC Seller.
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Indemnity Escrow Account. (a) Upon the final determination of the amount of any Losses for which a Purchaser Indemnified Party shall be entitled to indemnification pursuant to this Article VII, Purchaser and SellerCo shall promptly deliver a joint written instruction to the Escrow Agent to disburse an amount equal to the amount of such Losses from the funds remaining in the Indemnity Escrow Account to one (1) or more accounts of Purchaser. Subject to the limitations set forth in this Article VII, in the event that the amount of such Losses as finally determined for which a Purchaser Indemnified Party is entitled to indemnification pursuant to this Article VII exceeds the funds remaining in the Indemnity Escrow Account, SellerCo shall pay to Purchaser, by wire transfer of immediately available funds, an amount equal to the difference between (i) the amount of such Losses (less any amount set off by Purchaser pursuant to Section 2.5) and (ii) the funds remaining in the Indemnity Escrow Account.
