Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Surviva...
Indemnity Escrow. At the Closing, Buyer shall deposit with the Escrow Agent (i) the pro rata portion of the RAP Indemnity Fund reflecting the pro rata portion of the interest in RAP owned indirectly by the Company pursuant to the RAP Indemnity Agreement, and (ii) the InterLink Indemnity Fund pursuant to the Closing Escrow Agreement. All amounts in the InterLink Indemnity Fund in excess of the sum of (a) $10,000,000, and (b) the amount of all pending claims made by Buyer for indemnification pursuant to Section 12.1, shall be paid to Disbursement Agent (for the benefit of Sellers) at the close of business on the first business day after the date which is six months after the Closing Date. The remainder of the InterLink Indemnity Fund, if any, less the amount of all pending claims made by Buyer for indemnification pursuant to Section 12.1 (the "Year Disbursement Amount"), shall be paid to Disbursement Agent (for the benefit of Sellers) at the close of business on the first business day after the date which is one year after the Closing Date. The Disbursement Agent shall disburse to Sellers, in accordance with the percentages set forth on the Purchase Price Allocation Schedule, any amount of the InterLink Indemnity Fund released pursuant to this Section 2.5. Except as to claims arising from breaches of Sections 5.4, 5.8 and (to the extent set forth in Section 12.1(b)) 5.22, release of any amounts from the InterLink Indemnity Fund shall relieve Sellers of obligations under Section 12.1 to the extent of the amounts so released. Sellers expressly agree that any post-Closing Date adjustments under Section 2.4 shall be paid in the manner provided in Section 2.4(g) and, unless Buyer so elects (in its sole and absolute discretion), any amounts owed by Sellers under such sections shall not be paid from the InterLink Indemnity Fund.
Indemnity Escrow. At Closing, Purchaser will deposit by wire transfer of immediately available funds an amount equal to four percent (4%) of the Purchase Price (the "ESCROWED AMOUNT") with X.X. Xxxxxx Trust Company, National Association (the "ESCROW AGENT"), to be held, invested and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement substantially in the form of EXHIBIT C attached hereto (the "ESCROW AGREEMENT").
Indemnity Escrow. The Company shall, on the Closing Date, deposit into an escrow account, for the benefit of the Representative, with an escrow agent in the United States selected by the Representative, an amount equal to two hundred thousand dollars ($200,000) from the Offering proceeds to be released to the Underwriter Indemnified Parties in the connection with the payments of Company’s indemnification obligations pursuant to this Section 5. The escrow account will remain in place for a period of twelve (12) months from the date of the closing of the Offering. The Escrow Agreement shall be in the form of Exhibit C attached hereto, or as otherwise agreed by the Representative and the Company.
Indemnity Escrow. 36 9.7. Determination of Indemnification Amounts and Related Matters.... 36 10.
Indemnity Escrow. Seller Group and Purchaser Group shall enter into the Escrow Agreement with the Escrow Agent, and Purchaser Group shall (i) simultaneously with the Closing deposit with the Escrow Agent the Closing Share Consideration and (ii) such other Share Consideration as required by Section 10.2.3 (the Share Consideration set forth in clauses (i) and (ii) being collectively referred to as the “Escrow Shares”). The Escrow Shares and any dividends in cash or in kind, or proceeds thereof are referred to herein as the “Escrow Fund” and shall be held by the Escrow Agent and released to the Seller Group, subject to any indemnity claims upon the first anniversary of the Closing Date, provided however, that one third of the Escrow Shares will be released to the Seller Group only on the later of (i) the expiration of twelve (12) months from the Closing Date and (ii) the date which is the earlier of (x) the date that Requisite Consents or Renewals have been obtained for all Designated Contracts and (y) the expiration of thirty six (36) months from the Closing Date. Distributions from the Escrow Fund shall be governed by the terms and conditions of the Escrow Agreement.
Indemnity Escrow. [___]**.
Indemnity Escrow. As the exclusive security for the obligations of the Selling Shareholders pursuant to Section 7.9, 7.10 and 7.14 hereof, the sum of $5,500,000 in cash (the "INDEMNITY ESCROW") shall be deposited with SunTrust Bank or another mutually acceptable escrow agent (the "ESCROW AGENT") pursuant to the Escrow Agreement (in the form attached hereto as EXHIBIT 1.3) among the Purchaser, the Selling Shareholders and the Escrow Agent to be held by the Escrow Agent pursuant to the Escrow Agreement. As provided in the Escrow Agreement, the Indemnity Escrow will continue for ten years following the Closing (the "ESCROW PERIOD") and a portion will be released on each of the first three anniversaries of the Closing Date, PROVIDED that there are not any then-pending unresolved claims, as follows: (i) on the first anniversary, $833,333.00 shall be released; (ii) on the second anniversary $833,333.00 shall be released; (iii) on the third anniversary, $833,334 shall be released; (iv) on the sixth anniversary, $500,000 shall be released; and (v) on the tenth anniversary, the remainder of the Indemnity Escrow shall be released.
Indemnity Escrow. 14 Section 2.8 Closing ...................................................... 14 Section 2.9 Appointment of Representative ................................ 14 2.9.1 Appointment of Representative ................................ 14 2.9.2 Indemnification of Representative ............................ 15 ARTICLE III ................................................................. 15
Indemnity Escrow. Solely to fund and secure the payment obligations of the Stockholders to a Parent Indemnified Party (as defined in Section 8.2.1), the Stockholders shall deliver to the corporate secretary and general counsel of Parent as Escrow Agent, an aggregate of 236,250 of the Agency Shares issuable to Company stockholders at Closing, and 37.5% of the Agency Shares payable to Company stockholders and holders of ITI Options pursuant to Section 2.2.3(iv), in accordance with and subject to the terms of the Indemnity and Escrow Agreement among Parent, MergerSub, the Company and the Company stockholders and holders of ITI Options in the form annexed hereto as Exhibit K.
