Indemnity Escrow Amounts Sample Clauses

Indemnity Escrow Amounts. At the Closing, a portion of the Merger Consideration in an amount equal to the Indemnity Escrow Amount shall be deposited by Parent with the escrow agent (the “Escrow Agent”) designated in the escrow agreement (the “Escrow Agreement”), substantially in the form of Exhibit A-1 hereto, to be entered into at the Closing by Parent, the Company, the Stockholder Representative and the Escrow Agent. At any time, the amount of cash held by the Escrow Agent related to the Indemnity Escrow Amount, together with any proceeds thereon (which shall be apportioned pursuant to the terms of the Escrow Agreement), shall at such time constitute the “Indemnity Escrow Funds” and shall be used to satisfy Losses of an Indemnified Party pursuant to Article VIII and to fund any Working Capital Shortfall pursuant to Section 2.1(b). The Escrow Agreement sets forth the terms upon which disbursements shall be made by the Escrow Agent. The Indemnity Escrow Funds shall be held in two separate funds: (i) to the extent any portion of the Indemnity Escrow Funds are being funded from the Merger Compensation Payments, such amounts shall be treated as an unfunded, unsecured promise to pay, and shall be held in a separate grantor trust fund, subject only to the claims of Parents’ creditors in the event of Acquiror’s insolvency, according to “rabbi trust” terms substantially similar to those approved by the IRS in Rev. Proc. 92-64, and shall be held and disbursed solely for the purposes and in accordance with the applicable terms of the Escrow Agreement. The Merger Compensation Payments Escrow shall be structured so that the Merger Compensation Payments held in the Merger Compensation Payments Escrow are not subject to income tax until distributions are made from the Merger Compensation Payments Escrow provided, however, in no event shall such structure terminate, reduce or otherwise adversely modify, in any manner, the rights of the Indemnified Parties set forth in the Escrow Agreement and (ii) in all other cases such amount shall be held in a separate trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person.