Indemnification Escrow Fund. At each Closing, each Seller will be deemed to have received and deposited its Escrow Portion into the Indemnification Escrow Fund, without any act of the Seller. At the First Closing, the Total Escrow Consideration (minus the portion of the Total Escrow Consideration in respect of the Promoter’s Shares) will be deposited with the Agent to be governed by the terms set forth herein and in the Escrow Agreement and shall be available to compensate Purchaser for any Losses. At the Second Closing, the Total Escrow Consideration in respect of the Promoter’s Shares will be deposited into the Indemnification Escrow Fund in the same manner. Purchaser shall cause the Agent to hold and safeguard the Indemnification Escrow Fund until the Indemnification Expiration Date and to dispose of the Total Escrow Consideration in accordance with the terms of this Article VIII and the Escrow Agreement.
Indemnification Escrow Fund. “Indemnification Escrow Fund” has the meaning set forth in Section 1.3(b).
Indemnification Escrow Fund. Subject to the terms and conditions hereof, on the Closing Date, Parent shall deposit in escrow a portion of the Total Transaction Consideration equal to Fifteen Million ($15,000,000) (the "INDEMNIFICATION ESCROW AMOUNT"), in readily available funds (the Indemnification Escrow Amount, together with the interest accrued and any other income earned thereon, the "INDEMNIFICATION ESCROW FUND") with the Escrow Agent, pursuant to the Escrow Agreement. The Indemnification Escrow Fund shall be held and disbursed as provided in the Escrow Agreement, which shall provide, among other things, that (i) any fees or expenses payable to the Escrow Agent under the Escrow Agreement on account of, in connection with or related to the Indemnification Escrow Fund (the "ESCROW COSTS") shall first be paid out of any income and interest accrued on the Indemnification Escrow Amount in the Indemnification Escrow Fund; (ii) the Indemnification Escrow Fund shall be disbursed (A) to Parent to satisfy any Holdback Shortfall pursuant to SECTION 2.2(C)(III)(1) and (B) to the Parent Indemnitees to satisfy any indemnification obligation of the Stockholders under SECTION 7.2, in the case of this clause (B) only, when the conditions for indemnification set forth in SECTION 7.2 have been satisfied; PROVIDED, HOWEVER, that to the extent that the balance of the Indemnification Escrow Fund is not sufficient to satisfy any indemnification obligations of the Stockholders to the Parent Indemnitees under SECTION 7.2 when the conditions for indemnification set forth in SECTION 7.2 have been satisfied, then such shortfall shall be satisfied from any balance remaining in the PMR/RWB Escrow Funds pursuant to, and in accordance with the terms and subject to the conditions of, the PMR/RWB Escrow Agreement; (iii) any income or interest on the Indemnification Escrow Amount (net of any Escrow Costs) shall be distributed to the Stockholders as provided in the Escrow Agreement (such net amount, the "INDEMNIFICATION ESCROW NET EARNINGS"); and (iv) as of the one year anniversary of the Closing Date, any amount of cash remaining in the Indemnification Escrow Fund (other than any amount of cash required to satisfy the maximum amount of the aggregate of any claims for indemnification for which written notice has been given to the Indemnifying Party in accordance with ARTICLE VII and which as of such one-year anniversary have not been finally determined), including any income or interest accrued thereon but less any...
Indemnification Escrow Fund. Search hereby delivers to Escrow Agent the number of shares (the "Escrow Shares") of Merger Consideration equal to Two Million, Five Hundred Thousand Dollars ($2,500,000) worth of Search Common Stock at the Valuation Period Market Value (the "Escrow Fund") to Escrow Agent to hold in escrow on the terms and conditions set forth herein.
Indemnification Escrow Fund. As security for the indemnity of the Buyer by the Company Stockholders provided for in Section 8 above, the Indemnification Escrow Shares shall be registered in the name of the Company Stockholders, and deposited (with an executed assignment in blank) with Norwest Bank, N.A., as Escrow Agent such deposit to constitute an escrow fund (the "Indemnification Escrow Fund") to be governed by the terms set forth herein and in the escrow agreement to be signed by all parties thereto (the "Escrow Agreement"). In the event of any conflict between the terms of this Agreement and the Escrow Agreement, the terms of the Escrow Agreement shall govern. All costs and fees of the Escrow Agent for establishing and administering the Indemnification Escrow Fund shall be borne by the Buyer. Upon compliance with the terms hereof, the Buyer shall be entitled to obtain indemnity first from the Indemnification Escrow Fund for all Adverse Consequences covered by the indemnity provided for in Section 8 above. If the Indemnification Escrow Fund is not sufficient to cover any such Adverse Consequences covered by Section 8 above, then the Buyer shall be entitled to seek payment from the Company Stockholders personally. The form of the Escrow Agreement is attached hereto as Exhibit G.
Indemnification Escrow Fund. Upon receipt of the Indemnification Escrow Fund, the Escrow Agent shall send a notice to the Cash Transferor Parties’ Representative, Operating Partnership and NHP acknowledging receipt of the Indemnification Escrow Fund and shall hold the Indemnification Escrow Fund in escrow pursuant to the terms of this Agreement. Until such time as the Indemnification Escrow Fund shall be distributed by the Escrow Agent as provided herein, the Indemnification Escrow Fund shall be invested and reinvested by the Escrow Agent in accordance with and subject to the following limitations:
Indemnification Escrow Fund. Promptly after the Effective Time, Parent shall deposit with the Indemnification Escrow Agent the Indemnification Escrow Amount out of Merger Consideration otherwise deliverable to the Escrow Participants pursuant to Section 1.6 hereof and shall confirm such deposit in writing with the Indemnification Escrow Agent, which notice shall confirm the Closing Date. Such deposit of the Indemnification Escrow Amount shall constitute an escrow fund (the “Indemnification Escrow Fund”) to be governed solely by the terms set forth herein. The cash comprising the Indemnification Escrow Fund shall be deposited by Parent with respect to each Escrow Participant without any act by them, in accordance with their respective Pro Rata Portions of the Indemnification Escrow Amount. The Indemnification Escrow Fund shall be partial security for the indemnity obligations provided for in Section 7.2 hereof. The Indemnification Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article VII. On or before the Closing Date the Company shall provide Parent with the maximum potential amounts payable to the Escrow Participants from the Indemnification Escrow Fund. The Indemnification Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. Interests in the Indemnification Escrow Fund shall be non-transferable.
Indemnification Escrow Fund. Sellers agree to indemnify and hold ---------------------------- Buyer and its affiliates, directors, officers, employees and representatives ("Buyer Indemnified Parties") harmless from and against all liability, loss, damage, claim or injury, including reasonable attorneys fees and costs ("Damages") suffered or incurred by Buyer Indemnified Parties, except consequential or indirect damages in excess of $1,000,000, arising from (i) any claim for any debt, obligation or liability which is not specifically and expressly assumed by the Buyer pursuant to this Agreement, including, but not limited to, any liability arising from or in connection with purported amendments to that certain distribution agreement, dated April 22, 1999, between ATH and Enterprise Asset Management Solutions Ltd. (the "EAMS Distribution Agreement"); (ii) any misrepresentation, breach or violation of any covenant, agreement, representation or warranty of Sellers contained in this Agreement and/or any other of the Transaction Documents, or from any misrepresentation in or omission from any certificate or instrument furnished or to be furnished by Sellers hereunder; and (iii) any suit, action, proceeding, claim or investigation, pending or threatened, against or affecting the Assets, including, but not limited to, any such action related to the EAMS Distribution Agreement, regardless of whether such is disclosed in a disclosure schedule hereto, that arose in any manner prior to the Closing Date, all of the above herein collectively referred to as the "Sellers Obligations." The Escrow Fund shall be utilized to fund indemnification payments to Buyer pursuant to this Article.
Indemnification Escrow Fund. (a) In accordance with the Escrow Agreement, the Purchaser shall deposit or cause to be deposited with the Agent, at the Closing, the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any distributions therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”), to be held for the purpose of securing the indemnification obligations of the Participating Securityholders set forth in this Agreement, for settling any obligations that the Participating Securityholders may have with respect to the Post-Closing Adjustment, for limiting the Purchaser’s exposure to appraisal and dissenters’ right claims from Dissenting Stockholders in accordance with Section 2.04(c) and Section 7.02(c) and for offsetting severance expenses incurred by the Purchaser and its Subsidiaries to the extent provided in Section 2.07(b).
Indemnification Escrow Fund. Subject to and in accordance with the terms of the Payment Agency Agreement and the Escrow Agreement, on the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, the Agent shall distribute to the Participating Securityholders (or to the Company with respect to Persons who held Stock Options or other Awards immediately prior to the Effective Time) in accordance with the allocation set forth in the Distribution Waterfall, any amounts remaining in the Indemnification Escrow Fund after deducting any amounts subject to then pending unresolved claims made under ARTICLE II or this ARTICLE VII.
