Indemnity Escrow Amount. The Indemnity Escrow Amount shall be used to satisfy Damages, if any, for which Buyer Indemnified Parties are entitled to indemnification or reimbursement in accordance with Article XI hereof. For purposes of satisfying any claim under this Agreement, the value of each Parent Share included in the Indemnity Escrow Amount shall be equal to the Closing Date Reference Price. Subject to the following sentence, the Escrow Agent shall release the balance of the Indemnity Escrow Amount to the Sellers, as applicable, on the first Business Day which is nine (9) months after the Closing Date (the “Indemnity Escrow Release Date”), provided that if on the Indemnity Escrow Release Date any claim by a Buyer Indemnified Party has been made that could result in Damages and Buyer has notified the Escrow Agent and the Sellers of such in writing, then either (i) there shall be withheld from the distribution to the Sellers such portion of the Indemnity Escrow Amount as is necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Escrow Agreement (and the escrow account shall continue with respect to such withheld amount) and such withheld amount (or the applicable portion thereof) shall either be (A) paid to Buyer or (B) paid to the Sellers, as determined upon final resolution of each such claim in accordance with the terms of the Escrow Agreement and Article XI hereof or (ii) the Sellers shall post a bond in an amount reasonably acceptable to Buyer for such amount necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Escrow Agreement, and upon posting of such bond all of the remaining balance of the Indemnity Escrow Amount shall be released to the Sellers in accordance with the terms of the Escrow Agreement and Article XI hereof.
Indemnity Escrow Amount. (a) Except for any dividend or distribution made in connection with a Recapitalization Event, Sellers shall be entitled to all cash dividends and distributions on account of the Indemnity Escrow Shares.
Indemnity Escrow Amount. The obligations of Seller and Parent in respect of Indemnifiable Losses pursuant to this Section 9 shall be secured by and, to the extent sufficient funds are available therein, paid from, the Indemnity Escrow Amount portion of funds held in the Escrow established pursuant to Section 2.5.
Indemnity Escrow Amount. Purchaser shall deposit, or cause to be deposited, the Indemnity Escrow Amount with the Escrow Agent for deposit in the Indemnity Escrow Fund;
Indemnity Escrow Amount. (A) As promptly as practicable following the Closing (but in no event later than one Business Day following the Closing), Parent shall transfer, or shall cause the Payment Agent to, transfer, by wire transfer of immediately available funds, the Indemnity Escrow Amount (on behalf of Merger Sub) to the Escrow Agent to hold in escrow as an escrow fund (the “Indemnity Escrow Fund”, and together with the Adjustment Escrow Fund, the “Escrow Funds”) under the terms of this Agreement and the Escrow Agreement for the purpose of obligations of the Company Indemnitors under this Agreement. Upon deposit of the Indemnity Escrow Amount in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Indemnitor its, his or her Pro Rata Portion of the Indemnity Escrow Amount to the Escrow Funds.
Indemnity Escrow Amount. At the Closing, the Purchaser shall deliver to the Escrow Agent, out of the Estimated Purchase Price, a cash amount of $8,500,000 (the “Indemnity Escrow Amount”) to be held in a separate account (the “Indemnity Escrow Account”) (together with all income and interest earned or accrued thereon, the “Indemnity Escrow Fund”) as partial security for the Selling Shareholders’ and Optionholders’ indemnification obligations pursuant to this Agreement, to be held and distributed by the Escrow Agent in accordance with Sections 10.6 and 10.7 of this Agreement and the Escrow Agreement. (g)
Indemnity Escrow Amount. On the Closing Date, the Purchaser shall deposit, or cause to be deposited, by wire transfer of immediately available funds, $345,000.00 (the “Indemnity Escrow Amount”) into a segregated account established pursuant to the Indemnity Escrow Agreement (the “Indemnity Escrow Fund”), for disbursement pursuant to this Agreement and the Indemnity Escrow Agreement. Such deposit shall be made out of funds that otherwise would have been paid as consideration. The Purchaser and the Seller shall each pay fifty percent (50%) of the fees and expenses required to be paid to the Escrow Agent under the Indemnity Escrow Agreement. The Purchaser shall be treated as the owner of the Indemnity Escrow Fund and all interest or other taxable income earned thereon for all income Tax purposes until such amounts, if any, are distributed pursuant to this Agreement and the Indemnity Escrow Agreement. The Indemnity Escrow Fund shall be available to compensate the Purchaser Indemnified Parties for any claims by such Purchaser Indemnified Parties for any Losses suffered or incurred by them and for which they are determined to be entitled to recovery pursuant to the terms of this Agreement, for the satisfaction of any Final Working Capital Adjustment payable to the Purchaser pursuant to Section 1.3(d)(v) and for the satisfaction of any Final Inventory Amount payable to the Purchaser to the extent permitted pursuant to Section 1.3(e)(v).
Indemnity Escrow Amount. At Closing, Purchaser shall deposit the ----------------------- Indemnity Escrow Amount with the Escrow Agent to be held pursuant to the terms of the Indemnity Escrow Agreement. The Indemnity Escrow Amount shall be taken from the cash consideration to be paid by the Purchaser at Closing and shall be equal to $500,000. The Escrow Agent shall hold the Indemnity Escrow Amount in a separate interest bearing or investment income earning account for the benefit of the parties pending termination and satisfaction of any Indemnity Claims asserted by Purchaser hereunder on or prior to the expiration of the applicable Survival Period.
Indemnity Escrow Amount. (i) If any Buyer Indemnitee shall have, prior to 11:59pm Eastern Time on the date that is eighteen (18) months following the Closing Date (the “Cut-Off Date”), delivered a Claims Notice to Seller Parent in respect of indemnification under the Purchase Agreement, such Buyer Indemnitee and Seller Parent shall negotiate in good faith to reach an agreement upon (A) the Buyer Indemnitee’s right for indemnification under the Purchase Agreement and the amount of such Buyer Indemnitee’s Losses and (B) the amount on deposit in the Indemnity Escrow Account that should be reserved (the “Reserved Amount”) in respect of such Claims Notice. If such Persons are unable to reach agreement, then, subject to Section 3(a), any such dispute shall be resolved by mutual agreement by the parties or by litigation in an appropriate court of competent jurisdiction in accordance with Article 8 and Article 9 of the Purchase Agreement. Pending a resolution of the Reserved Amount in respect of any Claims Notice, the Reserved Amount therefor shall be the amount estimated in good faith by the Buyer Indemnitee based on back-up documentation containing such detail as is reasonable under the circumstances.
Indemnity Escrow Amount. Deposit with Escrow Agent an amount of cash equal to One Million Three Hundred Fifty Thousand Dollars ($1,350,000) (the “Indemnity Escrow Amount”), to be held by the Escrow Agent in accordance with the Escrow Agreement to secure the performance of Seller’s obligations under this Agreement, including but not limited to indemnification obligations which are notified by Purchaser to Seller within one year from Closing Date. Subject thereto, the balance of the Indemnity Escrow Amount will be released from the escrow upon the expiration of one (1) year from the Closing Date.
