Common use of Indemnity Escrow Clause in Contracts

Indemnity Escrow. The Indemnity Escrow shall serve as the non-exclusive source of security for the Seller Parties’ indemnification obligations pursuant to Section 8.2. Within five Business Days following the 18-month anniversary of the Closing Date (the “Expiration Date”), Buyer and Seller shall direct the Escrow Agent to deliver to Seller an amount equal to the Indemnity Escrow less the aggregate dollar amount of claims for Losses made by any Indemnified Party pursuant to Section 8.2 (the “Aggregate Outstanding Claims”) that are then outstanding and unresolved (such amount of the retained Indemnity Escrow, as it may be further reduced after the Expiration Date by distributions to Seller as set forth below and recoveries by an Indemnified Party, the “Retained Amount”). In the event and to the extent that after the Expiration Date any outstanding claim made by any Indemnified Party pursuant to Section 8.2 for a Loss is resolved for any amount less than what was retained for such claim at the Expiration Date, then Buyer and Seller shall direct the Escrow Agent to deliver to Seller an aggregate amount of the Retained Amount equal to such difference; provided, however, that such distribution shall only be made to the extent that the Retained Amount remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such time.

Indemnity Escrow. The Indemnity (a) At Closing, the Purchaser shall deposit the Escrow shall serve as Shares in an account (the non-exclusive source of security for “Escrow Account”) to be established by the Purchaser and the Seller Parties’ indemnification obligations with the Escrow Agent pursuant to Section 8.2the terms of the Escrow Agreement. Within five Business Days following The Escrow Account shall be administered in accordance with the terms and provisions of the Escrow Agreement. (b) On the date that is eighteen (18-month anniversary of ) months after the Closing Date (such date, the “Expiration Indemnity Escrow Release Date”), Buyer and Seller shall direct the balance of the Escrow Agent Account, minus the aggregate amount, if any, which any Purchaser Indemnified Party has claimed under this Article 8 (to the extent such claims, if any, remain unresolved), shall be released to the Seller. The Seller and the Purchaser shall promptly (but in any event within five (5) Business Days of the Indemnity Escrow Release Date) execute and deliver a joint instruction letter and any other documentation that may be reasonably requested by the Purchaser’s transfer agent to instruct such transfer agent to transfer to the Seller an the amount of Escrow Shares, whether in certificated or book-entry form, with a total value equal to the Indemnity amount to be so released (valuing such Escrow less Shares at the aggregate dollar amount of claims for Losses made Agreed Price), to an account or accounts designated by any Indemnified Party the Seller pursuant to Section 8.2 (the “Aggregate Outstanding Claims”) that are then outstanding and unresolved (such amount of the retained Indemnity Escrow, as it may be further reduced after the Expiration Date by distributions to Seller as set forth below and recoveries by an Indemnified Party, the “Retained Amount”). In the event and to the extent that after the Expiration Date any outstanding claim made by any Indemnified Party pursuant to Section 8.2 for a Loss is resolved for any amount less than what was retained for such claim at the Expiration Date, then Buyer and Seller shall direct the Escrow Agent to deliver to Seller an aggregate amount of the Retained Amount equal to such difference; provided, however, that such distribution shall only be made to the extent that the Retained Amount remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such timejoint instruction letter.