Common use of Indemnity Escrow Clause in Contracts

Indemnity Escrow. (a) Buyer shall cause the Indemnity Escrow Amount to be deposited on the Closing Date with the Escrow Agent to be held pursuant to the terms hereof and the terms of the Indemnity Escrow Agreement. Prior to seeking payment directly from Members’ Representative or any Member for any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall first seek to satisfy such claim from the Indemnity Escrow Amount in accordance with the terms of the Indemnity Escrow Agreement. To the extent the Indemnity Escrow Amount is insufficient to pay the full amount of any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall, subject to the other limitations in this Article XI, have the right to recover such remaining amounts from Members’ Representative or the Members by any means allowed under applicable law. (b) On the eighteen-month anniversary of the Closing Date, Buyer shall instruct the Escrow Agent to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)) the then remaining balance of the Indemnity Escrow Amount, except that the Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article XI asserted by the Buyer or the Surviving Company prior to such eighteen-month anniversary but not yet resolved. The Indemnity Escrow Amount retained for any such unresolved claims shall be released by the Escrow Agent (to the extent not utilized to pay Buyer or the Surviving Company for any such claims resolved in favor of Buyer or the Surviving Company) upon their resolution in accordance with this Article XI. (c) All fees and expenses of the Escrow Agent under the Indemnity Escrow Agreement shall be paid by Buyer.

Indemnity Escrow. (a) Buyer On the Closing Date, Purchaser shall cause pay from the Purchase Price to the Indemnity Escrow Amount to be deposited on the Closing Date with the Escrow Agent to be held pursuant Agent, in immediately available funds, to the terms hereof and the terms of account designated by the Indemnity Escrow Agreement. Prior to seeking payment directly from Members’ Representative or any Member for any Buyer Indemnifiable LossesAgent, Buyer and the Surviving Company shall first seek to satisfy such claim from the Indemnity Escrow Amount Amount, in accordance with the terms of this Agreement and the Indemnity Escrow Agreement. To the extent Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article XI shall be paid first from the Indemnity Escrow Amount is insufficient to pay Fund. Following the full amount of any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall, subject to the other limitations in this Article XI, have the right to recover such remaining amounts from Members’ Representative or the Members by any means allowed under applicable law. first (b1st) On the eighteen-month anniversary of the Closing Date, Buyer shall instruct the Escrow Agent to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)) the then remaining balance of the Indemnity Escrow AmountAgent shall release the Indemnity Escrow Fund (to the extent not utilized to pay Purchaser for any indemnification claim) to Seller, except that the Indemnity Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article XI asserted by the Buyer or the Surviving Company prior to such eighteen-month first (1st) anniversary but not yet resolvedresolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for any such unresolved claims Unresolved Claims shall be released by the Indemnity Escrow Agent (to the extent not utilized to pay Buyer or the Surviving Company Purchaser for any such claims resolved in favor of Buyer or the Surviving CompanyPurchaser) upon their resolution in accordance with this Article XI. (c) All fees and expenses of the Escrow Agent under the Indemnity Escrow Agreement shall be paid by Buyer.

Indemnity Escrow. (a) Buyer shall cause The amounts of any Damages payable to the Indemnity Escrow Amount to Parent Indemnified Parties under Section 8.2 shall, in each case, be deposited on the Closing Date with paid by release out of cash held in the Escrow Agent to be held pursuant Account (the “Indemnification Escrow Property ”) to the terms hereof and the terms of the Indemnity Escrow Agreement. Prior to seeking payment directly from Members’ Representative or any Member for any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall first seek to satisfy such claim applicable Parent Indemnified Party from the Indemnity Escrow Amount in accordance with the terms of the Indemnity Escrow Agreement. To the extent the Indemnity Escrow Amount is insufficient to pay the full amount of any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall, subject to the other limitations in this Article XI, have the right to recover such remaining amounts from Members’ Representative or the Members by any means allowed under applicable lawAccount. (b) On the eighteen-month anniversary of the Closing Survival Termination Date, Buyer shall instruct the Escrow Agent to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)) the then remaining balance of the Indemnity Escrow Amount, except that the Escrow Agent shall retain an amount equal release all or a portion of the Indemnification Escrow Property to the amount Escrow Participating Holders such that, following such release, the amounts remaining in the Escrow Account equals only the amount, if any, of claims for indemnification under this Article XI Section 8.2 properly asserted by the Buyer or the Surviving Company prior to such eighteen-month anniversary date by the Parent Indemnified Parties in writing in accordance with Article VIII but not yet resolvedresolved as of the Survival Termination Date (the “Unresolved Claims ”). Such amounts shall be released to the Escrow Participating Holders, pro rata in accordance with their respective Escrow Percentages. The Indemnity amounts retained in the Escrow Amount retained for Account in respect of any such unresolved claims Unresolved Claim shall be released by the Escrow Agent upon final resolution of any Unresolved Claim in respect of which such amounts had been retained (to the extent not utilized to pay Buyer or the Surviving Company satisfy valid claims for any such claims resolved in favor of Buyer or the Surviving Companyindemnification pursuant to Section 8.2) upon their resolution in accordance with this Article XISection 8.7 and the terms of the Escrow Agreement. (c) All fees Promptly (and expenses in any event within five (5) business days) upon any person becoming entitled to release of amounts from the Escrow Account pursuant to this Article VIII or the Escrow Agreement, Parent and the Holder Representative shall execute joint written instructions to the Escrow Agent under instructing the Indemnity Escrow Agreement shall be paid by BuyerAgent to so release such amounts.

Indemnity Escrow. (a) Buyer shall cause The amounts of any Damages payable to the Indemnity Escrow Amount to Parent Indemnified Parties under Section 8.2 shall, in each case, be deposited on the Closing Date with paid by release out of cash held in the Escrow Agent to be held pursuant Account (the “Indemnification Escrow Property”) to the terms hereof and the terms of the Indemnity Escrow Agreement. Prior to seeking payment directly from Members’ Representative or any Member for any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall first seek to satisfy such claim applicable Parent Indemnified Party from the Indemnity Escrow Amount in accordance with the terms of the Indemnity Escrow Agreement. To the extent the Indemnity Escrow Amount is insufficient to pay the full amount of any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall, subject to the other limitations in this Article XI, have the right to recover such remaining amounts from Members’ Representative or the Members by any means allowed under applicable lawAccount. (b) On the eighteen-month anniversary of the Closing Survival Termination Date, Buyer shall instruct the Escrow Agent to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)) the then remaining balance of the Indemnity Escrow Amount, except that the Escrow Agent shall retain an amount equal release all or a portion of the Indemnification Escrow Property to the amount Escrow Participating Holders such that, following such release, the amounts remaining in the Escrow Account equals only the amount, if any, of claims for indemnification under this Article XI Section 8.2 properly asserted by the Buyer or the Surviving Company prior to such eighteen-month anniversary date by the Parent Indemnified Parties in writing in accordance with Article VIII but not yet resolvedresolved as of the Survival Termination Date (the “Unresolved Claims”). Such amounts shall be released to the Escrow Participating Holders, pro rata in accordance with their respective Escrow Percentages. The Indemnity amounts retained in the Escrow Amount retained for Account in respect of any such unresolved claims Unresolved Claim shall be released by the Escrow Agent upon final resolution of any Unresolved Claim in respect of which such amounts had been retained (to the extent not utilized to pay Buyer or the Surviving Company satisfy valid claims for any such claims resolved in favor of Buyer or the Surviving Companyindemnification pursuant to Section 8.2) upon their resolution in accordance with this Article XISection 8.7 and the terms of the Escrow Agreement. (c) All fees Promptly (and expenses in any event within five (5) business days) upon any person becoming entitled to release of amounts from the Escrow Account pursuant to this Article VIII or the Escrow Agreement, Parent and the Holder Representative shall execute joint written instructions to the Escrow Agent under instructing the Indemnity Escrow Agreement shall be paid by BuyerAgent to so release such amounts.

Indemnity Escrow. (a) Buyer As security for the Vendor's indemnification obligations under this Agreement, the Purchaser shall cause withhold from the Purchase Price and pay the Indemnity Escrow Amount to be deposited on the Closing Date with the Escrow Agent to Agent. The Indemnity Escrow Amount shall be held by the Escrow Agent pursuant to the terms hereof and conditions of the indemnity escrow agreement in the form attached hereto as Schedule 3.2 (the "INDEMNITY ESCROW AGREEMENT"), in a separate interest bearing escrow account. On the first anniversary of the Closing Date, the Escrow Agent shall release to Vendor the Indemnity Escrow Amount less (i) any amount paid prior to the first anniversary of the Closing Date by the Escrow Agent with respect to Claims of indemnity pursuant to Article 12 of this Agreement, and (ii) any amount claimed in any notice delivered pursuant to Section 12.3 of this Agreement with respect to Claims of indemnity that have not been resolved or satisfied as of the first anniversary of the Closing Date (the "UNRESOLVED CLAIMS"). As soon as all Unresolved Claims, if any, have been resolved, the Escrow Agent shall release to the Vendor the remaining portion of the Indemnity Escrow Amount not required to satisfy such Unresolved Claims. All interest accrued on the Indemnity Escrow Amount shall be paid to the Vendor pursuant to the terms of the Indemnity Escrow Agreement. Prior to seeking payment directly from Members’ Representative or any Member for any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall first seek to satisfy such claim from the Indemnity Escrow Amount in accordance with the terms of the Indemnity Escrow Agreement. To the extent the Indemnity Escrow Amount is insufficient to pay the full amount of any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall, subject to the other limitations in this Article XI, have the right to recover such remaining amounts from Members’ Representative or the Members by any means allowed under applicable law. (b) On the eighteen-month anniversary of the Closing Date, Buyer shall instruct the Escrow Agent to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)) the then remaining balance of the Indemnity Escrow Amount, except that the Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article XI asserted by the Buyer or the Surviving Company prior to such eighteen-month anniversary but not yet resolved. The Indemnity Escrow Amount retained for any such unresolved claims shall be released by the Escrow Agent (to the extent not utilized to pay Buyer or the Surviving Company for any such claims resolved in favor of Buyer or the Surviving Company) upon their resolution in accordance with this Article XI. (c) All fees and expenses of the Escrow Agent under the Indemnity Escrow Agreement shall be paid by Buyer.

Indemnity Escrow. (a) Buyer On the Closing Date, Purchaser shall cause pay to the Escrow Agent, in immediately available funds, to the account designated by the Escrow Agent, the Indemnity Escrow Amount to be deposited on the Closing Date with the Escrow Agent to be held pursuant to the terms hereof and the terms of the Indemnity Escrow Agreement. Prior to seeking payment directly from Members’ Representative or any Member for any Buyer Indemnifiable LossesAmount, Buyer and the Surviving Company shall first seek to satisfy such claim from the Indemnity Escrow Amount in accordance with the terms of this Agreement and the Indemnity Escrow Agreement. To the extent Any payment Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be paid exclusively from the Indemnity Escrow Amount is insufficient Escrowed Funds, and Sellers shall have no liability under this Agreement and shall have no obligation to pay indemnify Purchaser other than from the full amount of any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall, subject to the other limitations in this Article XI, have the right to recover such remaining amounts from Members’ Representative or the Members by any means allowed under applicable law. (b) Indemnity Escrowed funds. On the eighteen-month first anniversary of the Closing Date, Buyer shall instruct the Escrow Agent shall release the Indemnity Escrowed Funds (to the extent not utilized to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)Purchaser for any indemnification claim) the then remaining balance of the Indemnity Escrow Amountto Seller Representative, except that the Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article XI asserted by the Buyer or the Surviving Company prior to such eighteen-month first anniversary but not yet resolvedresolved (“Unresolved Claims”). The Indemnity Escrow Amount Escrowed Funds retained for any such unresolved claims Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Buyer or the Surviving Company Purchaser for any such claims resolved in favor of Buyer or the Surviving CompanyPurchaser) upon their resolution in accordance with this Article XI. (c) All fees XI and expenses of the Escrow Agent under the Indemnity Escrow Agreement Agreement. The costs related to the maintenance of the Indemnity Escrow shall be paid by Buyerout of the Indemnity Escrow Amount.

Indemnity Escrow. (a) Buyer Any payment the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article VIII shall cause be paid first, to the extent there are sufficient funds in the Indemnity Escrow Amount to be deposited on the Closing Date with the Escrow Agent to be held pursuant Account, by release of funds to the terms hereof and the terms of the Indemnity Escrow Agreement. Prior to seeking payment directly from Members’ Representative or any Member for any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall first seek to satisfy such claim Purchaser Indemnified Parties from the Indemnity Escrow Amount Account by the Escrow Agent in accordance with the terms of the Indemnity Escrow Agreement. To the extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, then the full amount Selling Stockholders shall be required to jointly and severally pay all of any Buyer Indemnifiable Losses, Buyer such additional sums due and the Surviving Company shall, subject owing to the other limitations in this Article XI, have applicable Purchaser Indemnified Party by wire transfer of immediately available funds within five (5) Business Days after the right to recover date of such remaining amounts from Members’ Representative or the Members by any means allowed under applicable law. notice. Eighteen (b18) On the eighteen-month anniversary of months following the Closing Date, Buyer shall instruct the Escrow Agent to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)) the then remaining balance of shall release the Indemnity Escrow AmountAmount (to the extent not utilized to pay any Purchaser Indemnified Parties for any indemnification claim) to the Stockholder Representative (for distribution to the Selling Stockholders in accordance with their respective pro rata portion of the Purchase Price), except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of claims for indemnification under this Article XI VIII asserted by within eighteen (18) months following the Buyer or the Surviving Company prior to such eighteen-month anniversary Closing Date but not yet resolvedresolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for any such unresolved claims Unresolved Claims shall be released by the Escrow Agent (to the extent not no utilized to pay Buyer or the Surviving Company Purchaser Indemnified Parties for any such claims resolved in favor of Buyer or the Surviving Companythereof) upon their resolution in accordance with this Article XI. (c) All fees VIII and expenses the terms of the Escrow Agent under the Indemnity Escrow Agreement shall be paid by BuyerAgreement.

Indemnity Escrow. (a) At the Closing, as provided in Section 1.4, Buyer shall cause deliver the Indemnity Escrow Amount to be deposited on retained in escrow with the Closing Date with ▇▇▇▇▇ Fargo, National Association (the “Escrow Agent”) pursuant to the terms of that certain escrow agreement in the form of Exhibit H attached hereto (the “Indemnity Escrow Agreement”). At Closing, Buyer and Schurz shall execute and deliver the Indemnity Escrow Agreement and use commercially reasonable efforts to cause the Escrow Agent to be held pursuant to the terms hereof execute and the terms of deliver the Indemnity Escrow Agreement. Prior to seeking payment directly from Members’ Representative The Escrow Amount plus any interest or any Member for any Buyer Indemnifiable Losses, Buyer and earnings thereon (the Surviving Company “Indemnity Escrow”) shall first seek be a source of funds used to satisfy such claim from any amounts owed by any Seller to Buyer or the Indemnity Escrow Amount Buyer Indemnified Parties pursuant to Section 9.2 in accordance with the terms of this Agreement and the Indemnity Escrow Agreement. To On the extent date after the expiration of the Survival Period, the remaining Unclaimed Escrow Amount shall be released to Schurz. Any amount remaining as Indemnity Escrow shall thereafter be released in accordance with the Indemnity Escrow Amount is insufficient to pay the full amount of any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall, subject to the other limitations in this Article XI, have the right to recover such remaining amounts from Members’ Representative or the Members by any means allowed under applicable lawAgreement. (b) On the eighteen-month anniversary of the Closing Date, Buyer shall instruct the Escrow Agent to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)) the then remaining balance of the Indemnity Escrow Amount, except that the Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article XI asserted by the Buyer or the Surviving Company prior to such eighteen-month anniversary but not yet resolved. The Indemnity Escrow Amount retained for any such unresolved claims shall be released by the Escrow Agent (to the extent not utilized to pay Buyer or the Surviving Company for any such claims resolved in favor of Buyer or the Surviving Company) upon their resolution in accordance with this Article XI. (c) All fees and expenses of the Escrow Agent under the Indemnity Escrow Agreement shall be paid by Buyer.