Indemnification Escrow Amount. The portion of the Closing Purchase Price otherwise payable to Seller at Closing shall be reduced by an amount equal to sixteen million eight hundred seventy five thousand dollars ($16,875,000) (the “Indemnification Escrow Amount”), to be deposited by Buyer into an escrow account (the “Indemnification Escrow Account”), which will be established pursuant to the Escrow Agreement, as security for Seller’s obligations pursuant to Section 2.04(d), Article X and Article XIII. The Indemnification Escrow Amount, together with income earned thereon as provided in the Escrow Agreement net of any applicable Taxes (the “Indemnification Escrowed Funds”) will be used to satisfy Seller’s Liabilities, if any, arising under this Agreement, and will be paid to Seller, on the one hand, or Buyer, on the other hand, in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
Indemnification Escrow Amount. “Indemnification Escrow Amount” has the meaning set forth in Section 1.3(b).
Indemnification Escrow Amount. If any Buyer Indemnitee is entitled to indemnification in accordance with this Article 9, such indemnification shall be satisfied (a) first, from the Indemnification Escrow Amount, and (b), thereafter, from the Seller Parties. After the eighteenth (18th) month anniversary of the Closing Date, Buyer and Seller shall instruct the Escrow Agent to, pursuant to the Escrow Agreement, release any then remaining Indemnification Escrow Amount, less the aggregate amount of claims timely made by Buyer Indemnitees pursuant to Article 9 that remain pending on such date, to an account designated in writing by Seller.
Indemnification Escrow Amount. The portion of the Purchase Price otherwise payable to Dxxxxxx Xxxxxx, a Seller, at Closing shall be reduced by an amount equal to $23,240 (the “Indemnification Escrow Amount”), to be transferred by the Escrow Agent to a trust account held by Sellers’ Representative for the benefit of Mx. Xxxxxx and will be used to satisfy the Sellers’ liabilities, if any, arising under Section 8.2(b), and will be paid to Mx. Xxxxxx, on the one hand, or the Purchaser, on the other hand, in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
Indemnification Escrow Amount. At the Closing, the Buyer shall deposit with the Escrow Agent an amount in cash equal to the Indemnification Escrow Amount, as collateral for the indemnification obligations of the Sellers pursuant to Article IX of this Agreement. The portion of the Indemnification Escrow Amount allocable to each Seller shall be determined by multiplying the Indemnification Escrow Amount by the applicable Fraction. The Buyer shall pay all costs and fees of the Escrow Agent in connection with the Escrow Agreement and the administration of the Indemnification Escrow Amount.
Indemnification Escrow Amount. At the Effective Time, Parent will deposit the Indemnification Escrow Amount with LaSalle Bank N.A. or such other escrow agent as shall be mutually agreed to by the parties and named in the Escrow Agreement (the “Escrow Agent”), and the Indemnification Escrow Amount shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement. Each Shareholder will be deemed, without any act of such Shareholder, to have received and deposited with the Escrow Agent that number of shares of Parent Common Stock representing such Shareholder’s percentage ownership interest in the Company’s outstanding capital stock, calculated on an as-converted basis immediately prior to the Effective Time, indicated in Schedule 2.5 (the “Escrow Percentage”), which Schedule shall be delivered by the Company to Parent and the Escrow Agent at the Closing and shall contain a calculation of the Escrow Percentage with respect to each Shareholder. The Indemnification Escrow Amount shall be used to (a) make any payments that are required to be made under Section 2.4(a) and (b) to pay the indemnification obligations under Article XI and, if not so used, shall be paid in accordance with Sections 3.1(d) and 3.1(e).
Indemnification Escrow Amount. The Escrow Agreement shall provide that, among other things, promptly following the twelve (12)-month anniversary of the Closing Date (and in any event within two (2) Business Days thereafter), the Escrow Agent shall distribute an amount equal to the positive difference, if any, of $8,625,000.00, minus the sum of (y) all amounts distributed to Buyer in accordance with Section 1.3(b)(ii)(A) of the Escrow Agreement and (z) the amount of any Outstanding Indemnity Claim, in accordance with the Escrow Agreement, to the Sellers’ Representative (for payment to the Sellers based on each Seller’s Designated Share) and (ii) promptly following the three (3)-year anniversary of the Closing Date (and in any event within two (2) Business Days thereafter), any balance remaining in the Indemnification Escrow Fund to the extent not subject to an Outstanding Indemnity Claim shall be disbursed by the Escrow Agent, in accordance with the Escrow Agreement, to the Sellers’ Representative (for payment to the Sellers based on each Seller’s Designated Share). Any portion of the Indemnification Escrow Fund subject to an Outstanding Indemnity Claim shall not be so distributed to Sellers’ Representative, except in accordance with the Escrow Agreement. Notwithstanding the foregoing, if on the three (3)-year anniversary of the Closing Date, there exists any Alabama Investigation Development, the entire remaining amount of the Indemnification Escrow Fund shall continue to be held by the Escrow Agent and shall not be disbursed to the Sellers until there has occurred an Alabama Investigation Resolution.
Indemnification Escrow Amount. Except for items excepted from the Initial Cap and Adjusted Cap pursuant to Section 9.02(e), the aggregate Liability of Seller under this Article IX for all Losses for which it would otherwise be liable under this Agreement shall not exceed the Indemnification Escrow Amount. Any amounts owing from Seller to any Buyer Indemnitees for all Losses shall be paid, to the extent possible, first from the Indemnification Escrow Account.
Indemnification Escrow Amount. As partial security for the indemnification provided by Section 9.3 but subject to all other provisions of this Article IX, the Indemnification Escrow Amount shall be deposited with the Escrow Agent at the Closing.
Indemnification Escrow Amount. 3 1.4 The Closing............................................................ 3 1.5 Deliveries of the Parties.............................................. 4 1.6 Post-Closing Adjustment................................................ 7
