Indemnity Escrow Amount. On the Closing Date, Xxxxxxxx, Parent and the Genex Stockholder shall execute the escrow agreement in the form attached hereto as Exhibit 2.1.8 (the "INDEMNITY ESCROW AGREEMENT") and Xxxxxxxx shall deposit with Wilmington Trust Company (the "ESCROW AGENT"), for the benefit and on behalf of the Genex Stockholder that number of Xxxxxxxx Shares having a value of $2,000,000 (as determined based on the Stock Price and adjusted in accordance with Section 2.1.7(b)) on the Closing Date (the "INDEMNITY ESCROW AMOUNT"). The Indemnity Escrow Amount will be disbursed in accordance with the terms of the Indemnity Escrow Agreement (such deposit being referred to herein as the "INDEMNITY ESCROW FUND"). The Indemnity Escrow Agreement shall provide, among other things, that (a) if the DCAA Audit (as defined in Section 7.2) is completed prior to the first anniversary of the Closing Date (the date of such completion referred to herein as the "DCAA AUDIT DETERMINATION DATE")), then (i) fifty percent (50%) of the Xxxxxxxx Shares then held in the Indemnity Escrow Fund, less reasonable reserves for asserted claims, will be released to the Genex Stockholder promptly following the DCAA Audit Determination Date and (ii) the balance of the Indemnity Escrow Fund, less reasonable reserves for asserted claims, will be released to the Genex Stockholder on the first anniversary of the Closing Date; and (b) if the DCAA Audit Determination Date occurs on or after the first anniversary of the Closing Date, then the Xxxxxxxx Shares then held in the Indemnity Escrow Fund, less reasonable reserves for asserted claims, will be released to the Genex Stockholder upon the earlier to occur of (i) DCAA Audit Determination Date and (ii) the third anniversary of the Closing Date (as defined below). Any Xxxxxxxx Shares withheld as reserves with respect to a claim that are ultimately not paid with respect to such claim shall be released upon resolution of such claim. The Indemnity Escrow Agreement shall also provide that for purpose of determining the number of Xxxxxxxx Shares to be held in reserve or released to either Parent or the Genex Stockholder, as the case may be, the value of such Xxxxxxxx Shares shall be based on the average volume-weighted closing bid price of the Xxxxxxxx Shares on the OTC Bulletin Board for the ten (10) trading days prior to the day before the date of such calculation.
Indemnity Escrow Amount. (a) Except for any dividend or distribution made in connection with a Recapitalization Event, Sellers shall be entitled to all cash dividends and distributions on account of the Indemnity Escrow Shares.
Indemnity Escrow Amount. At the Closing, Buyer will deposit with the Escrow Agent, by wire transfer of immediately available funds, the sum of Six Million Dollars ($6,000,000.00) (the “Indemnity Escrow Amount”) as provided in Section 2.5a, which Indemnity Escrow Amount will be held in escrow by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement; b.
Indemnity Escrow Amount. Purchaser shall deposit, or cause to be deposited, the Indemnity Escrow Amount with the Escrow Agent for deposit in the Indemnity Escrow Fund;
Indemnity Escrow Amount. The definition of Indemnity Escrow Amount is hereby amended to read, in its entirety, as follows:
Indemnity Escrow Amount. The Indemnifying Equityholder understands, agrees to and acknowledges, that a portion of the consideration payable in connection with the consummation of the Merger with respect to his Shares (the “Indemnity Escrow Amount”), will be held pursuant to and subject to the terms and conditions of the Merger Agreement to satisfy any amounts owing by the Indemnifying Stockholder to any Parent Indemnified Party pursuant to Article IX of the Merger Agreement. The Indemnifying Equityholder acknowledges and agrees that the Indemnity Escrow Amount shall be held and distributed (if at all) in accordance with the terms and conditions of the Merger Agreement and shall be subject to applicable withholding for taxes, if any, as set forth in the Merger Agreement. The Indemnifying Equityholder further acknowledges and agrees that there is no guarantee that he, she or it will receive all or any portion of the Indemnity Escrow Amount on account of any claims, expenses or otherwise that may be paid out of any of the Indemnity Escrow Amount in accordance with the applicable provisions in the Merger Agreement.
Indemnity Escrow Amount. (a) On the date that is 18 months after the Closing Date, an amount equal to the remaining balance of the Indemnity Escrow Amount minus the aggregate amount, if any, which any Buyer Indemnitee has timely and validly made a claim for indemnification under this Article VII or Section 4.12 prior to such date (to the extent such claims for indemnification, if any, remain unresolved) will be released to Sellers, and Buyer will execute the necessary documents instructing the Escrow Agent to make the applicable payment to Sellers (the “Escrow Release Date”).
Indemnity Escrow Amount. The amount set forth on Schedule 3.4 (the "Indemnity Escrow Amount") will be delivered at the Closing to the Indemnity Escrow Agent by Compuware, to be held in escrow for a period of twelve (12) months from the Closing Date, at which time the balance thereof remaining shall be disbursed to the Key Employee, pursuant to the terms of an indemnity escrow agreement, the form of which is attached to this Agreement as Exhibit A (the "Indemnity Escrow Agreement").
Indemnity Escrow Amount. On the Closing Date, a portion of the Merger Consideration equal to $2,000,000 (the "Indemnification Escrow Amount") shall be paid by Acquiror to an escrow account with All First Bank (the "Indemnification Escrow Agent") in accordance with an escrow agreement among, Acquiror, FDC, and the Indemnification Escrow Agent in the form attached hereto as Annex C (the "Indemnification Escrow Agreement"). All funds deposited with the Indemnification Escrow Agent shall be held and disbursed in accordance with the terms of the Indemnification Escrow Agreement. No party seeking indemnification (the "Indemnified Party") shall be entitled to indemnification pursuant to this Article 10 unless the Indemnified Party shall have provided the party providing indemnification (the "Indemnifying Party") with written notice thereof within the time period for survival of such representation or warranty, as set forth in Section 13.11 hereof.
Indemnity Escrow Amount. (i) If any Buyer Indemnitee shall have, prior to 11:59pm Eastern Time on the date that is eighteen (18) months following the Closing Date (the “Cut-Off Date”), delivered a Claims Notice to Seller Parent in respect of indemnification under the Purchase Agreement, such Buyer Indemnitee and Seller Parent shall negotiate in good faith to reach an agreement upon (A) the Buyer Indemnitee’s right for indemnification under the Purchase Agreement and the amount of such Buyer Indemnitee’s Losses and (B) the amount on deposit in the Indemnity Escrow Account that should be reserved (the “Reserved Amount”) in respect of such Claims Notice. If such Persons are unable to reach agreement, then, subject to Section 3(a), any such dispute shall be resolved by mutual agreement by the parties or by litigation in an appropriate court of competent jurisdiction in accordance with Article 8 and Article 9 of the Purchase Agreement. Pending a resolution of the Reserved Amount in respect of any Claims Notice, the Reserved Amount therefor shall be the amount estimated in good faith by the Buyer Indemnitee based on back-up documentation containing such detail as is reasonable under the circumstances.
