Indemnity Escrow Fund. The Indemnity Escrow Fund shall be held and disbursed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement; provided, that in the event of conflict between the Escrow Agreement and this Agreement, this Agreement shall prevail as among the parties to this Agreement. The Indemnity Escrow Fund shall constitute an escrow fund securing any indemnification claim of the Parent Indemnified Parties pursuant to this Article IX, and shall be used, if the Parent Indemnified Parties become entitled to indemnification from the Key Persons and Company Members pursuant to this Article IX, solely to promptly satisfy the amount owed or payable to the Parent Indemnified Parties in connection therewith. Promptly following the first (1st) anniversary of the Closing Date, Parent and the Equityholders’ Representative will jointly instruct the Escrow Agent to disburse any remaining portion of the Indemnity Escrow Fund, less an amount equal to the Losses claimed by the Parent Indemnified Parties pursuant to any Indemnification Claim Notice or Third Party Indemnification Claim Notice timely delivered by Parent that has not been finally resolved pursuant to this Article IX (each, a “Pending Claim”). Upon the resolution of any Pending Claim, to the extent that amount remaining in the Indemnity Escrow Fund exceeds the amount of all unresolved Pending Claims, if any, Parent and the Equityholders’ Representative will jointly instruct the Escrow Agent to release such excess (or the total remaining amount, if applicable) to the Exchange Agent for distribution to the Company Members in accordance with their respective Pro Rata Percentages.
Indemnity Escrow Fund. (a) Notwithstanding anything to the contrary in this Agreement, other than with respect to a claim for Fraud and subject to Section 9.8(b), (i) the funds available in the Indemnity Escrow Fund shall be the sole and exclusive source of recovery for the Buyer Indemnified Parties with respect to the Sellers’ indemnification obligation under this Article IX, and (ii) neither the survival periods nor any other limitations under this Article IX shall in any way affect or otherwise limit any claim made by, or available to, any Buyer Indemnified Party under the R&W Insurance Policy.
Indemnity Escrow Fund. “Indemnity Escrow Fund” shall mean the escrow fund established pursuant to the Escrow Agreement primarily for purposes of securing Parent’s indemnification rights pursuant to Section 9 of the Agreement.
Indemnity Escrow Fund. The Buyer hereby agrees that it shall first seek a remedy from the Indemnity Escrow Fund, to the extent of the amount then held in the Indemnity Escrow Fund, with respect to any indemnification claim asserted hereunder before seeking to recover any Losses directly from the Seller.
Indemnity Escrow Fund. (a) At the Closing, Buyer shall deposit the Indemnity Escrow Amount with the Escrow Agent pursuant to Section 2.5(a) (the aggregate amount of cash held by the Escrow Agent pursuant to this Section 9.2, from time to time, the “Indemnity Escrow Fund”), which Indemnity Escrow Fund shall be held by the Escrow Agent pursuant to this Agreement and the Escrow Agreement. Subject to Section 9.5, the Indemnity Escrow Fund shall constitute partial security for the benefit of Buyer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of Seller under this Article IX. Subject to Section 9.2(b), the Escrow Agent shall hold the Indemnity Escrow Fund until 11:59 p.m. local time on the date (the “Indemnity Escrow Release Date”) that is twelve (12) months after the Closing Date. Neither the Indemnity Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Lien, sold, assigned or transferred by Seller or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of Seller, in each case prior to the distribution of the Indemnity Escrow Fund to Seller in accordance with Section 9.2(b).
Indemnity Escrow Fund. (i) Seller agrees to indemnify and hold harmless Buyer, Parent and its Representatives and Affiliates (collectively, the “Buyer Indemnified Persons”) from against all claims, losses, liabilities, Benefits Liabilities, damages, deficiencies, costs, expenses (including attorneys’ fees and expenses of investigation) (hereinafter individually a “Loss” and collectively “Losses”) arising out of, or resulting from, or incurred with respect to, (A) any breach or inaccuracy of a representation or warranty of Seller contained in this Agreement, the Seller Disclosure Letter or any certificate or instrument delivered pursuant to this Agreement (for the purposes of this Section 8.2, the determination of any breach or inaccuracy of any representation or warranty shall be made without regard to any qualifications as to knowledge, materiality or Material Adverse Effect), (B) any failure by Seller to perform or comply with any covenant contained in this Agreement, or (C) any Excluded Liabilities. Except with respect to Losses related to Excluded Liabilities and Taxes, the Escrow Fund shall be the sole source available to compensate the Buyer Indemnified Persons for such Losses. Buyer, Parent and Seller each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price.
Indemnity Escrow Fund. (a)Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VII, the Indemnifying Party shall satisfy its obligations within 5 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.
Indemnity Escrow Fund. No later than ten (10) Business Days following the date hereof (or, if later, on the date the Escrow Account is available to be funded), the Buyer and Sellers’ Representative shall enter into the Escrow Agreement, and the Buyer shall deposit or cause to be deposited the Indemnity Escrow Amount (plus the USD $2,500 fee due to the Escrow Agent) in an account with the Escrow Agent by wire transfer in immediately available funds to secure the Sellers’ obligations hereunder, of which (x) NOK 1,750,000 (less amounts paid to satisfy indemnification claims pursuant to Section 6.2(a)-(d) and the aggregate amount of pending claims pursuant to Section 6.2(a)-(d)) shall be released twelve (12) months after the date hereof and (y) NOK 1,000,000 (less amounts paid to satisfy indemnification claims pursuant to Section 6.2(e) and the aggregate amount of pending claims pursuant to Section 6.2(e)) shall be released on December 31, 2021, with any such released funds to be distributed to the Sellers, to which each Seller’s entitlement is as set forth in Column 5 of Exhibit A.
Indemnity Escrow Fund. (a) The Indemnity Escrow Fund shall be held until the eighteen month anniversary of the Closing Date and disbursed by the Escrow Agent in accordance with the Escrow Agreement and the provisions of Section 9.4. The Escrow Fund, [***], shall be available to compensate the Parent Indemnitees pursuant to the indemnification obligations of the Indemnitors; provided that [***]. *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION 72
Indemnity Escrow Fund. Section 2.1.8 Itraoral Technologies...................................Section 7.12
