Common use of Indemnification Escrow Clause in Contracts

Indemnification Escrow. (a) At Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release Date; provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolved.

Indemnification Escrow. (a) At Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars 15% of Purchase Price ($6,000,000.00the "Escrow Amount") of the Purchase Price will be placed in escrow with U.S. Bank (the “Indemnification "Escrow Amount”Agent") with the Escrow Agent by Acquirer as security for the indemnification obligations of Seller the Company under Section 8.2 hereof. The Indemnification 6.2(a) hereof (the "Escrow Amount shall be held by Fund") pursuant to the terms of the Escrow Agent in accordance with Agreement, the form of which is attached hereto as Exhibit A. In the event of a conflict between the terms and conditions set forth herein and in of the Escrow Agreement (and this Agreement, the “Indemnification Escrow Fund”). All costs and expenses terms of the Indemnification Escrow Fund Agreement shall be split equally by Seller and Purchasergovern. Any portion of the Indemnification Escrow Amount Fund not previously released by the Escrow Agent to Purchaser Acquirer as a result of an indemnification claim by Purchaser Indemnitee Acquirer shall be released to Seller or its designees on the Company within five (5) Business Days following the Expiration Date (such period from the Closing Date through and including the Expiration Date is referred to herein as the "Escrow Release DatePeriod"); provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of PurchaserAcquirer, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim Officer's Certificate theretofore delivered to Seller pursuant to Section 8.4 the Company prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained in the Escrow Fund by the Escrow Agent until such claims have been resolved. For the avoidance of doubt, in no event may any claim be asserted pursuant to this Agreement after the Expiration Date.

Indemnification Escrow. (ai) At Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars $1,025,000 ($6,000,000.00the “Escrow Amount”) of the Purchase Price will be placed in escrow with U.S. Bank National Association (the “Indemnification Escrow AmountAgent”) with the Escrow Agent by Acquirer as security for the indemnification obligations of Seller the Company under Section 8.2 hereof. The Indemnification 6.2(a) hereof (the “Escrow Amount shall be held by Fund”) pursuant to the terms of the Escrow Agent in accordance with Agreement, the form of which is attached hereto as Exhibit A. In the event of a conflict between the terms and conditions set forth herein and in of the Escrow Agreement (and this Agreement, the “Indemnification Escrow Fund”). All costs and expenses terms of the Indemnification Escrow Fund Agreement shall be split equally by Seller and Purchasergovern. Any portion of the Indemnification Escrow Amount Fund not previously released by the Escrow Agent to Purchaser Acquirer as a result of an indemnification claim by Purchaser Indemnitee Acquirer shall be released to Seller or its designees on the Company within five (5) Business Days following the Expiration Date (such period from the Closing Date through and including the Expiration Date is referred to herein as the “Escrow Release DatePeriod”); provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of PurchaserAcquirer, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim Officer’s Certificate theretofore delivered to Seller pursuant to Section 8.4 the Company prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained in the Escrow Fund by the Escrow Agent until such claims have been resolved.. For the avoidance of doubt, in no event may any claim be asserted pursuant to this Agreement after the Expiration Date. ASSET PURCHASE AGREEMENT