Common use of Indemnity Escrow Clause in Contracts

Indemnity Escrow. On the Closing Date, Buyer shall, pursuant to the Indemnity Escrow Agreement, deposit with ▇▇▇▇▇ Fargo, National Association (the “Escrow Agent”) as a holdback of a portion of the Purchase Price, an amount equal to Seven Million Dollars ($7,000,000) (the “Indemnity Escrow Amount”). Any payment that Seller is obligated to make to the Buyer Indemnified Group pursuant to Article IX shall be paid first from the Indemnity Escrow Amount, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so made. If the Indemnity Escrow Amount is insufficient to pay any such amounts, Seller shall be obligated to make such payments to the Buyer Indemnified Group pursuant to, and subject to the limitations in, Article IX. On the date that is twelve (12) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (1) the remaining balance of the Indemnity Escrow Amount less (2) the amount of any claims for indemnification under Article IX asserted by Buyer prior to such date but not yet resolved (“Unresolved Claims”) less (3) an amount equal to Four Million Dollars ($4,000,000) (the “Adjusted Escrow Amount”). On the date that is twenty four (24) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance of the Adjusted Escrow Amount less (B) the amount of any Unresolved Claims. The Adjusted Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay the Buyer Indemnified Group for any such claims resolved in favor of the Buyer Indemnified Group) upon resolution of such claims in accordance with Article IX, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so made.

Indemnity Escrow. On (i) Within three (3) Business Days following the Closing Survival Date (such payment date, the “Release Date, Buyer shall, pursuant ”) the Surviving Entity and the Stockholders shall deliver joint written instructions to the Indemnity Escrow Agreement, deposit Agent directing the Escrow Agent to disburse to the Stockholders in accordance with ▇▇▇▇▇ Fargo, National Association (the “Escrow Agent”) as a holdback of a agreement that portion of the Purchase Price, an amount equal to Seven Million Dollars ($7,000,000) (the “Indemnity Escrow Amount”). Any payment that Seller is obligated to make to the Buyer Indemnified Group pursuant to Article IX shall be paid first from the Indemnity Escrow Amount, if any, equal to (x) the aggregate remaining amount of the Indemnity Escrow Amount, less (y) the sum of the aggregate amount of Losses specified in any then unresolved indemnification Claims made by the Surviving Entity pursuant to Section 7.10 on or prior to the Survival Date for such Claims (such Claim amounts under clause (y), “Pending Claims,” and Buyer such amount that is retained in the Escrow Amount in respect of the Pending Claims, the “Reserve Amount”). Within three (3) Business Days after resolution of any Pending Claim, the Surviving Entity and Seller the Stockholders shall deliver joint written instructions to the Escrow Agent directing the remaining portion of the Reserve Amount (if any) related to such Pending Claim be released pursuant to such joint written instructions and the terms of the Escrow Agreement directing that any such payment be so madeAgreement. If the Indemnity Escrow Amount is insufficient not sufficient to pay any such amounts, Seller shall be obligated to make such payments to the Buyer Indemnified Group pursuant to, and subject to the limitations in, Article IX. On the date that is twelve (12) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (1) the remaining balance of the Indemnity Escrow Amount less (2) the entire amount of any claims for indemnification Claim under Article IX asserted by Buyer prior Section 7.10, the Surviving Entity Indemnified Parties shall have all other rights and remedies available to them under this Section 7.10 as applicable to such date but not yet resolved (“Unresolved Claims”) less (3) an amount equal to Four Million Dollars ($4,000,000) (the “Adjusted Escrow Amount”). On the date that is twenty four (24) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance of the Adjusted Escrow Amount less (B) the amount of any Unresolved Claims. The Adjusted Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay the Buyer Indemnified Group for any such claims resolved in favor of the Buyer Indemnified Group) upon resolution of such claims in accordance with Article IX, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so madeClaim.

Indemnity Escrow. On At the Closing DateClosing, Buyer shall, shall deposit with the Escrow Agent the sum of Four Million Nine Hundred Fifty Thousand Dollars ($4,950,000) of the Purchase Price (the "Indemnity Fund") pursuant to the Indemnity Closing Escrow Agreement. One-half of the Indemnity Fund, deposit less the amount of all claims made by Buyer for indemnification pursuant to Section 15.1 (together with ▇▇▇▇▇ Fargo, National Association (the “Escrow Agent”) as a holdback of a portion of accrued interest attributable to such claims), provided that the Purchase Priceaggregate amount of such claims that are based upon breaches of Seller's representations and warranties contained herein shall exceed the Basket, an amount equal to Seven Million Dollars ($7,000,000) (the “Indemnity Escrow Amount”). Any payment that Seller is obligated to make to the Buyer Indemnified Group pursuant to Article IX shall be paid first from the Indemnity Escrow Amount, and Buyer and Seller shall deliver instructions to the Escrow Paying Agent pursuant to under the Closing Escrow Agreement directing that any such payment be so made. If at the Indemnity Escrow Amount is insufficient to pay any such amounts, Seller shall be obligated to make such payments to close of business on the Buyer Indemnified Group pursuant to, and subject to the limitations in, Article IX. On the date that is twelve first business day after six (126) months from the Closing Date. The remainder of the Indemnity Fund, less the amount of all claims made by Buyer for indemnification pursuant to Section 15.1 (together with the portion of accrued interest attributable to such claims), provided that the aggregate amount of such claims that are based upon breaches of Seller's representations and warranties contained herein shall exceed the Basket, shall be paid to Paying Agent at the close of business on the first business day after the first anniversary date of the Closing Date. Seller expressly agrees that any post-Closing Date adjustments required to be made to the Purchase Price pursuant to Sections 3.4(a), (c) and (e) and payable to Buyer shall instruct be paid directly by Seller to Buyer in immediately available funds and shall not reduce the Escrow Agent to distribute to Seller an amount (of the Indemnity Fund; provided that Buyer may, at its option, make a claim against the Indemnity Fund for such Purchase Price adjustment amounts, which claim shall not be less than zero) equal subject to (1) either the remaining balance of Basket or any other limitation as to the Indemnity Escrow Amount less (2) the maximum amount of any claims for thereof which Buyer may seek or be entitled to indemnification under Article IX asserted by Buyer prior to such date but not yet resolved (“Unresolved Claims”) less (3) an amount equal to Four Million Dollars ($4,000,000) (the “Adjusted Escrow Amount”). On the date that is twenty four (24) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance Section 15 or any other provision of the Adjusted Escrow Amount less (B) the amount of any Unresolved Claims. The Adjusted Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay the Buyer Indemnified Group for any such claims resolved in favor of the Buyer Indemnified Group) upon resolution of such claims in accordance with Article IX, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so madethis Agreement.

Indemnity Escrow. On At the Closing DateClosing, Buyer shall, shall deposit with the Escrow Agent the Indemnity Fund pursuant to the Indemnity Closing Escrow Agreement, deposit with ▇▇▇▇▇ Fargo, National Association (. All amounts in the “Escrow Agent”) as a holdback of a portion Indemnity Fund in excess of the Purchase Price, an amount equal to Seven Million Dollars sum of (a) $7,000,000) (the “Indemnity Escrow Amount”). Any payment that Seller is obligated to make to the Buyer Indemnified Group pursuant to Article IX shall be paid first from the Indemnity Escrow Amount10,000,000, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so made. If the Indemnity Escrow Amount is insufficient to pay any such amounts, Seller shall be obligated to make such payments to the Buyer Indemnified Group pursuant to, and subject to the limitations in, Article IX. On the date that is twelve (12) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (1) the remaining balance of the Indemnity Escrow Amount less (2b) the amount of any all pending claims made by Buyer for indemnification under Article IX asserted by Buyer prior pursuant to such date but not yet resolved Section 2.1 of the RAP Indemnity Agreement, shall be paid to Disbursement Agent (“Unresolved Claims”for the benefit of the Sellers and the InterLink Sellers) less (3) an amount equal to Four Million Dollars ($4,000,000) (at the “Adjusted Escrow Amount”). On close of business on the first business day after the date that which is twenty four (24) six months from after the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance . The remainder of the Adjusted Escrow Amount Indemnity Fund, if any, less (B) the amount of any Unresolved Claimsall pending claims made by Buyer for indemnification pursuant to Section 2.1 of the RAP Indemnity Agreement (the "Year Disbursement Amount"), shall be paid to Disbursement Agent (for the benefit of the Sellers and the InterLink Sellers) at the close of business on the first business day after the date which is one year after the Closing Date. The Adjusted Escrow Amount retained for Unresolved Claims Disbursement Agent shall be disburse to Sellers and the InterLink Sellers, in accordance with the percentages set forth on the Purchase Price Allocation Schedule, any amount of the Indemnity Fund released by the Escrow Agent pursuant to this Section 2.5. Except as to claims arising from breaches of Sections 5.4, 5.8 and (to the extent not utilized to pay the Buyer Indemnified Group for any such claims resolved set forth in favor Section 2.1(b) of the RAP Indemnity Agreement) 5.22, release of any amounts from the Indemnity Fund shall relieve Sellers and the InterLink Sellers of obligations under Section 2.1 of the RAP Indemnity Agreement to the extent of the amounts so released. Sellers expressly agree that any post-Closing Date adjustments under Section 2.4 shall be paid in the manner provided in Section 2.4(g) and, unless Buyer Indemnified Groupso elects (in its sole and absolute discretion), any amounts owed by Sellers and the InterLink Sellers under such sections shall not be paid from the Indemnity Fund. Any one or more Sellers may elect to deliver at the Closing the Letter(s) upon resolution of Credit, in which case (1) such claims in accordance with Article IXSellers' allocable share of the Indemnity Fund shall be released to them at Closing, and Buyer and Seller shall deliver instructions (2) any amount to be paid from the Escrow Agent Indemnity Fund pursuant to Article XII shall be paid proportionately (based on the Escrow Agreement directing that any such payment be so maderelative aggregate percentage interests of the Sellers delivering the Letter(s) of Credit) from the cash portion of the Indemnity Fund and from draws upon the Letter(s) of Credit.

Indemnity Escrow. On At the Closing DateClosing, Buyer shall, shall deposit with the Escrow Agent (i) the pro rata portion of the RAP Indemnity Fund reflecting the pro rata portion of the interest in RAP owned indirectly by the Company pursuant to the RAP Indemnity Escrow Agreement, deposit with ▇▇▇▇▇ Fargo, National Association and (ii) the “Escrow Agent”) as a holdback of a portion of the Purchase Price, an amount equal to Seven Million Dollars ($7,000,000) (the “InterLink Indemnity Escrow Amount”). Any payment that Seller is obligated to make to the Buyer Indemnified Group pursuant to Article IX shall be paid first from the Indemnity Escrow Amount, and Buyer and Seller shall deliver instructions to the Escrow Agent Fund pursuant to the Closing Escrow Agreement directing that any such payment be so madeAgreement. If All amounts in the InterLink Indemnity Escrow Amount is insufficient to pay any such amounts, Seller shall be obligated to make such payments to Fund in excess of the Buyer Indemnified Group pursuant tosum of (a) $10,000,000, and subject to the limitations in, Article IX. On the date that is twelve (12) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (1) the remaining balance of the Indemnity Escrow Amount less (2b) the amount of any all pending claims made by Buyer for indemnification under Article IX asserted by Buyer prior pursuant to such date but not yet resolved Section 12.1, shall be paid to Disbursement Agent (“Unresolved Claims”for the benefit of Sellers) less (3) an amount equal to Four Million Dollars ($4,000,000) (at the “Adjusted Escrow Amount”). On close of business on the first business day after the date that which is twenty four (24) six months from after the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance . The remainder of the Adjusted Escrow Amount InterLink Indemnity Fund, if any, less (B) the amount of any Unresolved Claimsall pending claims made by Buyer for indemnification pursuant to Section 12.1 (the "Year Disbursement Amount"), shall be paid to Disbursement Agent (for the benefit of Sellers) at the close of business on the first business day after the date which is one year after the Closing Date. The Adjusted Escrow Amount retained for Unresolved Claims Disbursement Agent shall be disburse to Sellers, in accordance with the percentages set forth on the Purchase Price Allocation Schedule, any amount of the InterLink Indemnity Fund released by the Escrow Agent pursuant to this Section 2.5. Except as to claims arising from breaches of Sections 5.4, 5.8 and (to the extent not utilized set forth in Section 12.1(b)) 5.22, release of any amounts from the InterLink Indemnity Fund shall relieve Sellers of obligations under Section 12.1 to pay the Buyer Indemnified Group for any such claims resolved in favor extent of the Buyer Indemnified Group) upon resolution of such claims in accordance with Article IX, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing amounts so released. Sellers expressly agree that any post-Closing Date adjustments under Section 2.4 shall be paid in the manner provided in Section 2.4(g) and, unless Buyer so elects (in its sole and absolute discretion), any amounts owed by Sellers under such payment sections shall not be so madepaid from the InterLink Indemnity Fund.

Indemnity Escrow. On Subject to the Closing Dateother provisions of this Article 12, (i) the Buyer shall, may give notice of a claim for indemnification under this Article 12 pursuant to the Indemnity Escrow Agreement, deposit with ▇▇▇▇▇ Fargo, National Association Agreement and (ii) neither the “Escrow Agent”) as exercise of such right by the Buyer nor the failure to give a holdback notice of a portion of the Purchase Price, an amount equal to Seven Million Dollars ($7,000,000) (the “Indemnity Escrow Amount”). Any payment that Seller is obligated to make to the Buyer Indemnified Group pursuant to Article IX shall be paid first from claim under the Indemnity Escrow Amount, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so made. If the Indemnity Escrow Amount is insufficient to pay any such amounts, Seller shall be obligated to make such payments to will constitute an election of remedies or limit the Buyer Indemnified Group pursuant to, and subject in any manner in the enforcement of any other remedies hereunder that may be available to it. (i) If Designated Employee ceases to be employed by the limitations in, Article IX. On Buyer during the date that is twelve first one hundred eighty (12180) months from days following the Closing Date, Buyer shall instruct but is not entitled to receive the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (1) the remaining balance Severance Obligation, a portion of the Indemnity Escrow Amount equal to One Hundred Seventy-Five Thousand Dollars ($175,000) shall be paid to the (ii) If Designated Employee continues to be employed by the Buyer on the date which is one hundred eighty (180) days following the Closing Date, a portion of the Indemnity Escrow Amount equal to One Hundred Seventy-Five Thousand Dollars ($175,000) shall be paid to the Seller under the terms of the Indemnity Escrow Agreement. (iii) If Designated Employee ceased to be employed by the Buyer during the one hundred eighty (180) days following the Closing Date, and Designated Employee claims that she is entitled to payments of the Severance Obligation upon the final resolution of any such claim, payment of any amounts expended by the Buyer with respect to such resolution up to One Hundred Seventy-Five Thousand Dollars ($175,000) shall be paid from the Indemnity Escrow to the Buyer under the terms of the Indemnity Escrow Agreement and the difference between any such amount paid to the Buyer and One Hundred Seventy-Five Thousand Dollars ($175,000) shall be paid from the Indemnity Escrow to the Seller. (b) On December 1, 2007, a portion of the Indemnity Escrow Amount equal to Four Hundred Fifty Thousand Dollars ($450,000) less the sum of (2i) the aggregate amount of any claims paid to the Buyer under the Indemnity Escrow Agreement and (ii) the aggregate amount of any claims for indemnification hereunder for which notice has been given under Article IX asserted by Buyer prior Section 12.3, shall be paid to such date but not yet resolved the Seller under the terms of the Indemnity Escrow Agreement. (“Unresolved Claims”c) less (3) an amount equal to Four Million Dollars ($4,000,000) (the “Adjusted Escrow Amount”). On the date that which is twenty four (24) fifteen months from after the Closing Date, Buyer shall instruct Date any funds which continue to be held under the Indemnity Escrow Agent to distribute to Seller an amount (which shall not be Agreement less than zero) equal to (A) the remaining balance of the Adjusted Escrow Amount less (B) the aggregate amount of any Unresolved Claims. The Adjusted Escrow Amount retained claims for Unresolved Claims indemnification hereunder for which notice has been given under Section 12.3 shall be released by the Escrow Agent (paid to the extent not utilized to pay Seller under the Buyer Indemnified Group for any such claims resolved in favor terms of the Buyer Indemnified Group) upon resolution of such claims in accordance with Article IX, and Buyer and Seller shall deliver instructions to the Indemnity Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so madeAgreement.”