Common use of Share Escrow Clause in Contracts

Share Escrow. (a) At the Closing, Textura Parent shall issue in the name of Seller and deliver to Escrow Holder the Holdback Textura Shares, to be held in escrow during the Holdback Period in accordance with the terms of this Section 6.1. Within five (5) Business Days after the expiration of the Holdback Period, Escrow Holder shall, without further action or notice by Purchaser or Seller, deliver to Seller and/or the Unitholders, as applicable pursuant to Section 6.1(c), the Holdback Textura Shares; provided, that: (i) If any Purchaser Indemnified Party makes an indemnification claim from time to time pursuant to Section 8.5 or 8.6 and either (i) obtains a final, non-appealable judgment or award awarding Losses to such Purchaser Indemnified Party in connection therewith or (ii) Purchaser and Seller otherwise agree in writing that such Purchaser Indemnified Party is entitled to recover Losses in connection therewith, such Purchaser Indemnified Party shall be entitled to recover such Losses from the Holdback Textura Shares, and the number of Holdback Textura Shares to be delivered to Seller upon the expiration of the Holdback Period shall be reduced (but not below zero) by that number of shares which is equal to the quotient obtained by dividing (x) the amount of Losses so awarded or agreed by (y) the Per Share Price; and (ii) If upon the expiration of the Holdback Period there are any pending indemnification claims made by Purchaser pursuant to Section 8.5 or 8.6 that have not been resolved by a final, non-appealable judgment or award or by the mutual agreement of Purchaser and Seller (such claims, the “Post-Holdback Period Disputed Claims”), then Escrow Holder shall continue to hold in escrow (until final resolution in accordance with Section 6.1(b)), out of the Holdback Textura Shares to be delivered pursuant to this Section 6.1(a) at the expiration of the Holdback Period, that number of shares which is equal to the quotient obtained by dividing (x) the aggregate amount of Losses then claimed by Purchaser to have been suffered by the Purchaser Indemnified Parties in connection with all such Post-Holdback Period Disputed Claims by (y) the Per Share Price (it being understood that the Escrow Holder shall retain all remaining Holdback Textura Shares in escrow if the number of shares determined pursuant to the foregoing calculation exceeds the number of Holdback Textura Shares then held in escrow). The number of shares so retained by Escrow Holder is referred to herein as the “Post-