Indemnity and Escrow. On the Closing Date, Purchaser shall withhold 290,000 of the shares of Purchaser Common Stock (the "Indemnity Shares") required to be issued to the Selling Shareholders pursuant to Section 1.1(a) from each Selling Shareholder in the amounts set forth on Schedule 1 attached hereto. The Indemnity Shares shall be delivered to City National Bank (the "Escrow Agent") as collateral for the Company's and the Selling Shareholder's indemnification obligations set forth in Section 4. The Indemnity Shares will be represented by certificates issued in the names of the Selling Shareholders according to their respective pro rata percentage of the Indemnity Shares, and shall be held in escrow by the Escrow Agent to be applied in satisfaction of any claims made on or before the date that is thirty (30) days after the receipt by Purchaser of its final audited consolidated financial statements for the fiscal year ended June 30, 1998. The administration of the Indemnity Shares by the Escrow Agent shall be conducted pursuant to the terms of an escrow agreement in the form of Exhibit B attached hereto among Purchaser, the Selling Shareholders and the Escrow Agent.
Indemnity and Escrow. (a) The shareholders of Company and the Company Option Holders shall indemnify, defend, and hold Parent and Parent Bank harmless, to the maximum extent of (but limited to) the Escrow Fund (as defined in subsection (b) below), from and against all losses (including, without limitation, any reduction in the book value or principal and interest owing and any interest not recognized due to non-accrual status), liabilities, costs, expenses, judgments, assessments, penalties, damages, deficiencies, suits, actions, claims, proceedings, demands, and causes of action, including but not limited to reasonable attorney fees, court costs, and related expenses (collectively, “Damages”), that were caused by, arose as a result of, or arose in connection with that certain Loan Participation Agreement dated as of January 3, 2006, by and between First Bank, a Missouri corporation, and Company Bank (“Participation Agreement”), including, without limitation, any and all matters arising from, relating to or in connection with the Loan (as defined in the Participation Agreement), any and all actions or omissions in connection with the Participation Agreement or the Loan, and the Complaint entitled Regent Hotel, LLC v. First Bank et al. filed in Superior Court of California, Sacramento, Case Number 00-0000-00000000 (“Regent Litigation”).
Indemnity and Escrow. 2 1.4 Closing....................................................2 SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING SHAREHOLDERS.........................................3 2.1 Due Organization; Subsidiaries; Etc........................3 2.2 Certificate of Incorporation and Bylaws; Records...........4 2.3 Capitalization, Etc........................................4 2.4
Indemnity and Escrow. 2 1.4 Closing............................................................................ 2
Indemnity and Escrow. 34 SECTION 5.15 ADDITI0NAL DOCUMENTS AND FURTHER ASSURANCES ................................... 34
Indemnity and Escrow. 4 1.5 Adjustment for Reclassifications, Splits, etc......................... 4 1.6 Closing............................................................... 5 Section 2. Representations and Warranties of the Company And Selling Shareholders.......................................................... 6 2.1 Due Organization; No Subsidiaries; Etc................................ 6 2.2 Certificate of Incorporation and Bylaws; Records...................... 6 2.3 Capitalization, Etc................................................... 7 2.4
Indemnity and Escrow. 2 (a) Escrow . . . . . . . . . . . . . . . . . . . . . . . .2 (b) Indemnification of Parent by Sellers . . . . . . . . .2 (c) Limitations. . . . . . . . . . . . . . . . . . . . . .2 (d) Indemnification Procedures . . . . . . . . . . . . . .3 (e)
Indemnity and Escrow. 31 Section 10.1 INDEMNIFICATION...............................................31 --------------- Section 10.2 ESCROW OF SHARES..............................................32 ---------------- Section 10.3 REMEDIES......................................................33 -------- Section 10.4 TERM OF ESCROW................................................33 -------------- Section 10.5 ARI SHAREHOLDERS' REPRESENTATIVES.............................34 --------------------------------- Section 10.6 MECHANICS OF MAKING CLAIMS....................................34 -------------------------- Section 10.7 ESCROW AGENT'S DUTIES.........................................35 ---------------------
Indemnity and Escrow. 3 1.7 ADJUSTMENT FOR RECLASSIFICATIONS, SPLITS, ETC.. . . . . . . . . . . . .4 1.8 CLOSING.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 2.1 DUE ORGANIZATION; NO SUBSIDIARIES; ETC. . . . . . . . . . . . . . . . .5 2.2 CERTIFICATE OF INCORPORATION AND BYLAWS; RECORDS. . . . . . . . . . . .6 2.3 CAPITALIZATION, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . .6 2.4
Indemnity and Escrow. On the Closing Date, Purchaser shall withhold 125,000 of the shares of Purchaser Common Stock (the "Indemnity Shares") required to be issued to the Selling Shareholders pursuant to Section 1.1(b). On the Closing Date, the Indemnity Shares shall be delivered to the Escrow Agent as collateral for the Company's and the Selling Shareholders' indemnification obligations set forth in Section 4. The Indemnity Shares will be represented by certificates issued in the names of the Selling Shareholders according to their respective Pro Rata Percentage, as set forth on the Schedule of Shareholders, of the Indemnity Shares, and as set forth in Section 4, shall be held in escrow by the Escrow Agent to satisfy any claims made on or before the date that is one (1) year after the Closing Date. The administration of the Indemnity Shares by the Escrow Agent shall be conducted pursuant to the terms of an escrow agreement in the form of Exhibit E attached hereto among Purchaser, each of the Selling Shareholders, the Agent and the Escrow Agent.
