Indemnification and Escrow. 28 9.1 Survival of Representations and Warranties................. 28 9.2
Indemnification and Escrow. On the Closing Date, each of the Shareholders shall deliver to Simtek certificates representing 50,000 shares (the "Escrow Shares") of Simtek Stock issued to such Shareholder in negotiable form, duly endorsed in blank, and with separate notarized stock transfer powers attached thereto and signed in blank. Simtek shall hold the Escrow Shares in escrow for one year following the date hereof. If Simtek's board of directors in good faith determines that either of the Shareholders breached any of his representations or warranties set forth herein, Simtek shall have the right (the "Escrow Right") unilaterally to offset any cost, expense or damage (collectively, the "Damages") incurred or suffered by Simtek or the Company or both arising from or relating to such breach. Simtek shall exercise the Escrow Right by, at the conclusion of such one year period, (i) transferring legal title to the Escrow Shares, or any portion thereof, to Simtek (which shares shall then be held as treasury stock), (ii) canceling all, or a portion of, the Escrow Shares, (iii) transferring the Escrow Shares, or any portion thereof, to a third party, or (iv) taking any combination of the actions set forth in Section 5.2(i) through (iii). Simtek shall only exercise the Escrow Right with respect to such portion of the Escrow Shares that Simtek's board of directors, in good faith, determines to equal the Damages suffered by Simtek or the Company or both. Absent fraud by either of the Shareholders, Simtek's Escrow Right shall be Simtek's sole recourse against the Shareholders for any breach by the Shareholders of the Shareholders' representations or warranties in this Agreement.
Indemnification and Escrow. 8.01 Indemnification................................................... 26 8.02
Indemnification and Escrow. 25 11. Termination.............................................................28 12.
Indemnification and Escrow. 62 6.1 Survival of Representations, Warranties, and Covenants.............................. 62 6.2 Indemnification..................................................................... 62 6.3
Indemnification and Escrow. Section 6.1 Survival of Representations and Warranties.....................22 Section 6.2 Indemnity......................................................22 Section 6.3 Escrow Fund; Procedure.........................................23 Section 6.4 No Third Party Beneficiaries...................................24
Indemnification and Escrow. 52 Section 9.01 Survival of Representations and Warranties..........................52 Section 9.02
Indemnification and Escrow. 36 8.1 Indemnification by Sitebridge and the Selling Stockholders.................. 36 8.2
Indemnification and Escrow. 8.1 Indemnification by Star and the Star Shareholders. -------------------------------------------------
Indemnification and Escrow. 36 7.1 Survival of Representations and Warranties 36 7.2 Indemnification by the Stockholders 37 7.3 Indemnification by Blackbaud 38 7.4 Calculation of Losses; Limitations on Indemnification 38 7.5 Claims for Indemnification 40 7.6 Escrow 43 7.7 Stockholder Representative 43 ARTICLE VIII GENERAL PROVISIONS 46 8.1 Amendments and Waivers 46 8.2 Notices 46 8.3 Interpretation 47 8.4 Counterparts; Facsimiles 48 8.5 Entire Agreement; Assignment 48 8.6 Schedule of Exceptions 48 8.7 Severability 49 8.8 Governing Law 49 8.9 Rules of Construction 49 8.10 Specific Performance 49 8.11 Attorneys’ Fees 49 8.12 WAIVER OF JURY TRIAL 49 8.13 Representation of Company and its Affiliates 49 ARTICLE IX DEFINITIONS 50 9.1 Definitions 50 INDEX OF EXHIBITS AND SCHEDULES Exhibit Description Exhibit A Form of Escrow Agreement Exhibit B Form of Blackbaud Employment Agreement Exhibit C Form of Non-Continuing Employee Severance Agreement and Release Exhibit D Form of Consultant Severance Agreement and Release Exhibit E Form of Legal Opinion of Counsel to the Company Exhibit F Form of Noncompetition Agreement Schedule Description I Stockholders II Named Customers 1.3(a) Allocation of Certain Company Transaction Expenses Among Stockholders
