Common use of Indemnity Escrow Amount Clause in Contracts

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. On the Closing DateThe Indemnity Escrow Amount shall be used to satisfy Damages, 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")if any, 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 which Buyer Indemnified Parties are entitled to indemnification or reimbursement in accordance with Section 2.1.7(b)Article XI hereof. For purposes of satisfying any claim under this Agreement, the value of each Parent Share included in the Indemnity Escrow Amount shall be equal to the Closing Date Reference Price. The Escrow Agent shall release the balance of the Indemnity Escrow Amount to the Sellers, as applicable, on the first Business Day which is nine (9) on months after the Closing Date (the "INDEMNITY ESCROW AMOUNT"“Indemnity Escrow Release Date”). The , provided that if on the Indemnity Escrow Release Date any claim by a Buyer Indemnified Party has been made that could result in Damages and Buyer has notified the Escrow Agent and the Sellers of such in writing, then either (i) there shall be withheld from the distribution to the Sellers such portion of the Indemnity Escrow Amount will be disbursed as is necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Indemnity Escrow Agreement (and the escrow account shall continue with respect to such deposit being referred withheld amount) and such withheld amount (or the applicable portion thereof) shall either be (A) paid to herein Buyer or (B) paid to the Sellers, as determined upon final resolution of each such claim in accordance with the "INDEMNITY ESCROW FUND"). The Indemnity terms of the 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 Article XI hereof or (ii) the Sellers shall post a bond in an amount reasonably acceptable to Buyer for such amount necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Escrow Agreement, and upon posting of such bond all of the remaining balance of the Indemnity Escrow Fund, less reasonable reserves for asserted claims, will Amount shall be released to the Genex Stockholder on Sellers in accordance with the first anniversary terms of the Closing Date; Escrow Agreement and (b) if Article XI hereof. Notwithstanding the DCAA Audit Determination Date occurs on or after the first anniversary of the Closing Dateforgoing, 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 Amount 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 available to be held in reserve or released satisfy any claims made by Buyer pursuant 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 calculationSection 3.2(g).

Indemnity Escrow Amount. On the Closing DateThe Indemnity Escrow Amount shall be used to satisfy Damages, 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")if any, 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 which Buyer Indemnified Parties are entitled to indemnification or reimbursement in accordance with Section 2.1.7(b)Article XI hereof. For purposes of satisfying any claim under this Agreement, the value of each Parent Share included in the Indemnity Escrow Amount shall be equal to the Closing Date Reference Price. Subject to the following sentence, the Escrow Agent shall release the balance of the Indemnity Escrow Amount to the Sellers, as applicable, on the first Business Day which is nine (9) on months after the Closing Date (the "INDEMNITY ESCROW AMOUNT"“Indemnity Escrow Release Date”). The , provided that if on the Indemnity Escrow Release Date any claim by a Buyer Indemnified Party has been made that could result in Damages and Buyer has notified the Escrow Agent and the Sellers of such in writing, then either (i) there shall be withheld from the distribution to the Sellers such portion of the Indemnity Escrow Amount will be disbursed as is necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Indemnity Escrow Agreement (and the escrow account shall continue with respect to such deposit being referred withheld amount) and such withheld amount (or the applicable portion thereof) shall either be (A) paid to herein Buyer or (B) paid to the Sellers, as determined upon final resolution of each such claim in accordance with the "INDEMNITY ESCROW FUND"). The Indemnity terms of the 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 Article XI hereof or (ii) the Sellers shall post a bond in an amount reasonably acceptable to Buyer for such amount necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Escrow Agreement, and upon posting of such bond all of the remaining balance of the Indemnity Escrow Fund, less reasonable reserves for asserted claims, will Amount shall be released to the Genex Stockholder on Sellers in accordance with the first anniversary terms 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 calculationand Article XI hereof.

Indemnity Escrow Amount. On Notwithstanding anything to the Closing Datecontrary set forth herein, Xxxxxxxxat the Closing, Parent Buyer shall withhold from the cash amount otherwise payable to each Company Securityholder pursuant to Section 2.6(b), Section 2.6(c) and/or Section 2.6(d)(i) such Company Securityholder’s Pro Rata Share of the Indemnity Escrow Amount and shall deposit an amount of cash equal to the Genex Stockholder shall execute the Indemnity Escrow Amount in immediately available funds into a non-interest bearing escrow agreement in the form attached hereto as Exhibit 2.1.8 account, such deposit to constitute an escrow fund (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"“Indemnity Escrow Fund”). The Indemnity Escrow Amount will Fund shall be disbursed held by the Escrow Agent for purposes of the payment to Buyer in satisfaction of any indemnification or other claims of any Buyer Indemnified Party required by Section 8, or the Indemnified Taxes, if any, and to the Company Securityholders in accordance with this Agreement and the Escrow Agreement. On the date that is twelve (12) months following the Closing (the “Indemnity Escrow Release Date”), Buyer and the Securityholders’ Representative shall execute and deliver joint written instructions instructing the Escrow Agent to release any remaining Indemnity Escrow Funds to the Exchange Agent, and, in the case of holders of Vested Company Options who are subject to income or employment Tax withholding by Buyer, to the Final Surviving Entity, for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. Notwithstanding the foregoing, in the event that any indemnifiable claims have been brought in writing in accordance with the terms of the Indemnity Escrow this Agreement (such deposit being referred to herein and are unresolved 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 Release Date, then the Xxxxxxxx Shares then held Escrow Agent shall retain the amount of such Unresolved Claim until such claim is fully resolved in accordance with the indemnification provisions set forth herein. Buyer, the Final Surviving Entity and Company Securityholders agree that for all income Tax purposes, Buyer shall be treated as the owner of the Indemnity Escrow Fund, less reasonable reserves for asserted claims, will be released Fund and any payment made out of the Indemnity Escrow Fund to the Genex Stockholder upon the earlier Company Securityholders (in their capacity as such) is intended to occur be treated as deferred consideration and shall be subject to imputation of (i) DCAA Audit Determination Date and (ii) the third anniversary interest under Section 483 or Section 1274 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 calculationCode.

Indemnity Escrow Amount. On (i) If, at any time and from time to time from the Closing date hereof but not later than 5:00 p.m., eastern time on December [___], 2023 (the “Escrow Release Date”), XxxxxxxxPurchaser desires to make a claim against the Indemnity Escrow Amount (each, Parent and a “Claim”) pursuant to Section [***] of the Genex Stockholder Purchase Agreement, the Purchaser, on its own behalf or on behalf of such other Buyer Indemnified Party, shall execute deliver a written notice of the escrow agreement Claim substantially in the form attached hereto as of Exhibit 2.1.8 A-2 (a “Claims Notice”) to the Escrow Agent, with a copy to Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such Indemnifiable Loss or claim or demand, and if possible, the amount of such Claim (the "INDEMNITY ESCROW AGREEMENT"“Claimed Amount”). In the event Escrow Agent receives a Claims Notice for indemnity from the Purchaser, Seller shall notify the Escrow Agent with a copy to the Purchaser within thirty (30) calendar days following its receipt of such Claims Notice if Sellers’ Representative disputes the Claim made in the Claims Notice or if the 30th day does not fall on a Business Day on the first Business Day thereafter substantially in the form of Exhibit A-3 (such notice, the “Dispute Notice”). If Seller does not deliver the Dispute Notice to the Escrow Agent with a copy to the Purchaser on or before thirty (30) calendar days after the Escrow Agent’s receipt of the Claims Notice or if the 30th day does not fall on a Business Day on the first Business Day thereafter, the Claim in such Claims Notice shall be conclusively deemed to be conceded and Xxxxxxxx undisputed by Seller, and the Escrow Agent shall deposit with Wilmington Trust Company release the amount of Escrow Amount having a total aggregate value equal to the amount of any Indemnifiable Losses corresponding to such claim(s) set forth in such Claims Notice (the "ESCROW AGENT"“Undisputed Claim Amount”) to the Purchaser (or Purchaser’s designee), for in accordance with this Agreement and as between the benefit Parties the Purchase Agreement, in accordance with this Agreement or, in the case of any Claims Notice in which the amount of the Claim (or any portion of the Claim) is estimated, on such later date when the amount of such Claim (or such portion of such Claim) becomes finally determined (which final determination shall be set forth in a joint written notice from an Authorized Representative of Purchaser and Seller to the Escrow Agent), in each case, without any further action 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 Purchaser 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 calculationSeller.

Indemnity Escrow Amount. On At the Closing DateClosing, Xxxxxxxx, Parent and Purchaser shall withhold from the Genex Stockholder shall execute the escrow agreement in the form attached hereto as Exhibit 2.1.8 Purchase Price $1,300,000 (the "INDEMNITY ESCROW AGREEMENT") and Xxxxxxxx shall deposit with Wilmington Trust Company (the "ESCROW AGENT"“Indemnity Escrow Amount”), which amount shall be deposited with the Escrow Agent pursuant to the Escrow Agreement and used to satisfy any claims for the benefit and on behalf of the Genex Stockholder that number of Xxxxxxxx Shares having a value of $2,000,000 indemnification made by any Purchaser Indemnified Party pursuant to Article X (as determined based on the Stock Price and adjusted in accordance with including Section 2.1.7(b)) on the Closing Date (the "INDEMNITY ESCROW AMOUNT"10.2). The Escrow Agreement shall provide that within five Business Days following the earlier of (x) the Indemnification Notification Date and (y) the Seller Distribution Date (such earlier date, the “Escrow Distribution Date”), Purchaser and Seller shall direct the Escrow Agent, by joint written instruction, to pay to Seller in cash, by wire transfer of immediately available funds to an account designated by Seller, an amount equal to (i) the Indemnity Escrow Amount will be disbursed (including any interest or earnings earned in accordance with respect thereof); less (ii) the terms aggregate amount 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 Amount paid out to the first anniversary Purchaser Indemnified Parties as of the Closing Date Escrow Distribution Date, less (iii) the date aggregate amount of such completion referred to herein all bona fide indemnification claims (A) that have been made by Purchaser Indemnified Parties 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 Distribution Date and (iiB) 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 which it has not yet been finally determined are indemnifiable Damages pursuant to Article X, as long as Purchaser has in good faith timely submitted a notice of claim that are ultimately not on or before the Escrow Distribution Date; provided that, for purposes of clarity, if the amount determined by the formula above is zero or negative, no amounts will be 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 and 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 Seller pursuant to the day before the date of such calculationthis sentence.

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"a) 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 shall be held by the Escrow Agent in order to provide funds for the payment of claims with respect to which any Buyer Indemnified Party is entitled to indemnification pursuant to Article XI. Buyer will have a right to make claims against the Indemnity Escrow Account in accordance with Article XI on behalf of any Buyer Indemnified Party for any and all amounts of Losses with respect to which such Buyer Indemnified Party is entitled to indemnification under Article XI. Any interest earned on the Indemnity Escrow Amount shall be deposited by the Escrow Agent into the Indemnity Escrow Account, but shall not constitute part of the Indemnity Escrow Amount. The amount of interest, reduced by any Taxes (as referred to in the next sentence), brokerage fees and other expenses or losses incurred in connection with the investment of the Indemnity Escrow Amount, shall be paid to the Buyer and the Representative in proportion to the respective payments to them of the Indemnity Escrow Amount. The parties acknowledge that Buyer shall be treated as the owner of the Indemnity Escrow Account and shall be responsible for any Taxes attributable to income earned in respect of the Indemnity Escrow Amount until such Indemnity Escrow Amount is disbursed in accordance with the terms of the Indemnity Escrow Agreement (such deposit with the Buyer being referred entitled 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 reimbursement out of such completion referred to herein as the "DCAA AUDIT DETERMINATION DATE"interest for any such Taxes paid)), 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. On Buyer shall deposit the Closing Date, Xxxxxxxx, Parent Indemnity Escrow Amount with an escrow agent mutually acceptable to Buyer and Seller (the Genex Stockholder “Escrow Agent”) to secure Seller’s obligation to pay any amounts to which Buyer is entitled pursuant to the indemnification provisions set forth in Section 14 of this Agreement. The Escrow Agent shall execute hold the Indemnity Escrow Amount in an interest bearing account pursuant to the terms and conditions of an escrow agreement in substantially the form attached hereto as Exhibit 2.1.8 3.2.1 (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"Agreement”). The Indemnity Escrow Agreement shall provideprovide for, among other things, that : (a) if the DCAA Audit (as defined in Section 7.2) is completed prior to the first anniversary payment 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 all or a portion of the Indemnity Escrow Fund, less reasonable reserves for asserted claims, will be released Amount to Buyer to the Genex Stockholder on the first anniversary of the Closing Dateextent Buyer is entitled to indemnification pursuant to Section 14; and (b) if the DCAA Audit Determination Date occurs on or after promptly following the first anniversary of the Closing Date, then the Xxxxxxxx Shares then held in release to Seller of Eight Hundred Forty Five Thousand and No/100 Dollars ($845,000.00) (plus a specified portion of the earnings on the Indemnity Escrow FundAmount), less reasonable reserves minus any amounts paid to Buyer from the Indemnity Escrow Amount and minus any unsatisfied claims under Section 14 pending against the Indemnity Escrow Amount at such time (the Indemnity Escrow Amount so released, the “Released Indemnity Escrow Amount”); and (c) that the Indemnity Escrow Amount (plus a specified portion of the earnings on the Indemnity Escrow Amount), minus (i) any Released Indemnity Escrow Amount; (ii) any amounts paid to Buyer from the Indemnity Escrow Amount; and (iii) any unsatisfied claims under Section 14 pending against the Indemnity Escrow Amount at such time, will be held by the Escrow Agent until the second (2nd) annual anniversary of the Closing Date, at which time the balance net of such paid amounts and net of amounts reserved for asserted claims, payment of unsatisfied pending claims will be released to Seller. Any amounts paid to Buyer from the Genex Stockholder upon Indemnity Escrow Amount pursuant to the earlier indemnification provisions of Section 14 shall be treated as an adjustment to occur of (i) DCAA Audit Determination Date the Purchase Price. The cost and (ii) the third anniversary expense of the Closing Date (as defined below). Any Xxxxxxxx Shares withheld as reserves Escrow Agent shall be borne by Buyer, except to the extent provided in Sections 6 and 10 of the Indemnity Escrow Agreement with respect to a claim that are ultimately not paid with respect to such claim shall be released upon resolution fees and expenses 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 counsel to the day before Escrow Agent and investment fees or charges relating to the date of such calculationescrow fund.

Indemnity Escrow Amount. On At the Closing DateClosing, Xxxxxxxx, Parent and Purchaser shall transfer the Genex Stockholder shall execute Indemnity Escrow Amount in immediately available funds to 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")Indemnity Escrow Agent. The Indemnity Escrow Amount will Fund shall be held in escrow and disbursed in accordance with pursuant to the terms and conditions of the Indemnity Escrow Agreement and this Agreement (such deposit being referred and Purchaser and the Seller Representative agree to herein as issue joint written instructions to the "INDEMNITY ESCROW FUND"). The Indemnity Escrow Agreement Agent accordingly), including that the Indemnity Escrow Fund shall providebe disbursed to Purchaser to satisfy amounts finally determined to be due to Purchaser with respect to indemnification claims, among other thingsif any, pursuant to Section 8.2(a)(ii); provided, however, that (ai) 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 any portion of the Indemnity Escrow Fund, less reasonable reserves for asserted claims, will be released Fund remains undisbursed to the Genex Stockholder Purchaser on the first anniversary of date that is the Closing Date; and eighteen (b) if the DCAA Audit Determination Date occurs on or after the first 18)-month anniversary of the Closing Date, then the Xxxxxxxx Shares then held in Indemnity Escrow Agent shall release for distribution to the Seller Representatives within five (5) Business Days thereafter an amount equal to (1) the Indemnity Escrow Fund, less reasonable reserves minus (2) the amount of any claims for indemnity asserted claims, will be released pursuant to Section 8.2(a)(ii) that remain unresolved as of such date. Purchaser agrees to pay the fees payable 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 Agent for establishing the Indemnity Escrow Fund. In the event Sellers Representative delivers to Purchaser written confirmation from the Company’s insurers, in a form reasonably acceptable to Purchaser, that for purpose of determining the number of Xxxxxxxx Shares to be held environmental matter described in reserve or released to either Parent or Item 3 on Schedule 8.2(a)(ii) is covered by the Genex Stockholder, as insurance maintained by the case may beCompany, the value Company agrees to promptly execute a joint written instruction authorizing the release of such Xxxxxxxx Shares shall be based on $550,000 from the average volume-weighted closing bid price of the Xxxxxxxx Shares on the OTC Bulletin Board for the ten (10) trading days prior Indemnity Escrow Fund to the day before the date of such calculationSellers Representative.