Indemnity Escrow. Within thirty (30) days of the Effective Date or if earlier, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.
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 three hundred thousand dollars ($300,000) from the Offering proceeds to be released to the Underwriter Indemnified Parties in 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 eighteen (18) months from the date of this Agreement. The Escrow Agreement shall be substantially in the form of Exhibit C, attached hereto, or as otherwise agreed by the Representative.
Indemnity Escrow. On the Closing Date, Buyer shall, pursuant to the Indemnity Escrow Agreement, deposit with Xxxxx Fargo, National Association (the “Escrow Agent”) as a holdback of a portion of the Purchase Price, an amount equal to Seven Million Dollars ($7,000,000) (the “Indemnity Escrow Amount”). Any payment that Seller is obligated to make to the Buyer Indemnified Group pursuant to Article IX shall be paid first from the Indemnity Escrow Amount, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so made. If the Indemnity Escrow Amount is insufficient to pay any such amounts, Seller shall be obligated to make such payments to the Buyer Indemnified Group pursuant to, and subject to the limitations in, Article IX. On the date that is twelve (12) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (1) the remaining balance of the Indemnity Escrow Amount less (2) the amount of any claims for indemnification under Article IX asserted by Buyer prior to such date but not yet resolved (“Unresolved Claims”) less (3) an amount equal to Four Million Dollars ($4,000,000) (the “Adjusted Escrow Amount”). On the date that is twenty four (24) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance of the Adjusted Escrow Amount less (B) the amount of any Unresolved Claims. The Adjusted Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay the Buyer Indemnified Group for any such claims resolved in favor of the Buyer Indemnified Group) upon resolution of such claims in accordance with Article IX, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so made.
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. 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.
