Common use of Security for Indemnification Clause in Contracts

Security for Indemnification. To secure the obligations of the ---------------------------- Seller to indemnify the Buyer Group Members under this Article X and Article X --------- of each of the Other Acquisition Agreements, at the Closing the Buyer will deposit the Escrow Amount with the Escrow Agent, to be held and released in accordance with the terms of the Escrow Agreement. Until the entire Escrow Amount (or other security held under the Escrow Agreement) has been released in accordance with the terms of the Escrow Agreement, any indemnification required to be made by the Seller shall be satisfied pursuant to the terms of the Escrow Agreement. After the entire Escrow Amount (or other security held under the Escrow Agreement) has been so released, any indemnification obligations then remaining unsatisfied or thereafter arising shall be directly satisfied by the Seller through the payment to the Buyer Group Members of cash in an amount equal to the indemnifiable Loss or Expense. The parties agree to execute written instructions directing the Escrow Agent to release all or a portion of the Escrow Amount in accordance with and pursuant to the terms of this Article X. ---------

Security for Indemnification. To secure the obligations of the ---------------------------- Seller Shareholders to indemnify the Buyer Group Members under this Article X (and the --------- obligations of the Trust and the Xxxxxxx Shareholders under Article X --------- of each of the Other Acquisition Agreements), at the Closing the Buyer will deposit shall have deposited the Escrow Amount with the Escrow Agent, to be held and released in accordance with the terms of the Escrow Agreement. Until the entire Escrow Amount (or other security held under the Escrow Agreement) has been released in accordance with the terms of the Escrow Agreement, any indemnification required to be made by the Seller Shareholders shall be satisfied pursuant to the terms of the Escrow Agreement. After the entire Escrow Amount (or other security held under the Escrow Agreement) has been so released, any indemnification obligations then remaining unsatisfied or thereafter arising shall be directly satisfied by the Seller Shareholders through the payment to the Buyer Group Members of cash in an amount equal to the indemnifiable Loss or Expense. The parties agree to execute written instructions directing the Escrow Agent to release all or a portion of the Escrow Amount in accordance with and pursuant to the terms of this Article X. ---------

Security for Indemnification. To secure the obligations of the ---------------------------- Seller (and Shareholder if applicable under Section 10.01(d)) to indemnify the Buyer Group Members Purchaser Indemnified Persons under Section 7.04 and this Article X and Article X --------- of each of the Other Acquisition AgreementsX, at on the Closing the Buyer Date Purchaser will deposit on behalf of Seller and Shareholder the Escrow Escrowed Amount with the Escrow Agent, to be held and released in accordance with the terms of the Escrow Agreement. Until all of the entire Escrow Escrowed Amount (or other security held under the Escrow Agreement) has been released in accordance with the terms of the Escrow Agreement, any indemnification required to be made by the Seller (other than under Section 10.01(a)(iv)) (or Shareholder if applicable under Section 10.01(d)) shall first be satisfied pursuant to the terms of the Escrow AgreementAgreement and from the Escrowed Amount, except that Purchaser may instead elect, by notice to Seller, that (a) Seller shall make all or any portion of any indemnification payment required to be made by Seller under Section 10.01(a)(iv) first from the Retained Amount and (b) if any such indemnification payment under Section 10.01(a)(iv) has previously been paid from the Escrowed Amount, Seller shall pay from the Retained Amount to the Escrow Agent (to be used to increase the Escrowed Amount) the amount of such prior indemnification payment. After all of the entire Escrow Escrowed Amount (or other security held under the Escrow Agreement) has been so released, any indemnification obligations then remaining unsatisfied or thereafter arising shall be directly satisfied by the Seller (and Shareholder if applicable under Section 10.01(d)) through the payment to the Buyer Group Members Purchaser of cash in an amount equal to the indemnifiable Loss or ExpenseLoss, as provided in this Article X; provided, however, that in no event shall such sum exceed in the aggregate the Cap, if applicable. The parties agree Shareholder hereby consents to execute written instructions directing the Escrow Agent to release all or a portion any distribution of the Escrow Amount Funds (as such term is defined in the Escrow Agreement) made in accordance with with, and pursuant to not in violation of, the terms of this Article X. ---------Escrow Agreement.

Security for Indemnification. To secure the obligations of the ---------------------------- Seller Shareholders to indemnify the Buyer Group Members under this Article X (and the --------- obligations of the Trust and the RPM Shareholders under Article X --------- of each of the Other Acquisition Agreements), at the Closing the Buyer will deposit shall have deposited the Escrow Amount with the Escrow Agent, to be held and released in accordance with the terms of the Escrow Agreement. Until the entire Escrow Amount (or other security held under the Escrow Agreement) has been released in accordance with the terms of the Escrow AgreementAgreement and except as provided in Section 10.7, any indemnification ------------ required to be made by the Seller Shareholders shall be satisfied pursuant to the terms of the Escrow Agreement. After the entire Escrow Amount (or other security held under the Escrow Agreement) has been so released, any indemnification obligations then remaining unsatisfied or thereafter arising shall be directly satisfied by the Seller Shareholders through the payment to the Buyer Group Members of cash in an amount equal to the indemnifiable Loss or Expense. The parties agree to execute written instructions directing the Escrow Agent to release all or a portion of the Escrow Amount in accordance with and pursuant to the terms of this Article X. ---------