DISTRIBUTION TO COMPANY OF INDEMNIFICATION ESCROW SHARES Sample Clauses

DISTRIBUTION TO COMPANY OF INDEMNIFICATION ESCROW SHARES. On the first anniversary of the Effective Time (the "INDEMNIFICATION ESCROW RELEASE DATE"), the Escrow Agent will release or cause Purchaser's stock transfer agent to release from escrow Company's Indemnification Escrow Shares, including Company's Additional Escrow Shares derived therefrom, less (A) any Escrow Shares delivered to Purchaser in accordance with Section 4 hereof in satisfaction of Claims by Purchaser and less (B) any Escrow Shares that may be subject to delivery to Purchaser in accordance with Section 4 hereof with respect to any then pending but unresolved Claims of Purchaser. Any Escrow Shares held as a result of clause (B) will be released to the Company or released to Purchaser for cancellation (as appropriate in accordance with the terms of this Agreement) promptly upon resolution of each specific Claim involved. Within ten (10) business days of the Indemnification Escrow Release Date or, with respect to any Escrow Shares held as a result of clause (B) above, after the date when the applicable release condition hereunder is met, the Escrow Agent will deliver to the Company, the requisite number of Escrow Shares to be released to Company as identified by Purchaser in writing within such ten (10) business day period. Such delivery will be in the form of Purchaser stock certificates issued in the name of Company, delivered to Company's address set forth in Exhibit B. Cash in amounts furnished to the Escrow Agent by Purchaser will be paid in lieu of fractions of Escrow Shares in an amount equal to the product determined by multiplying such fraction by the Common Stock Price (as defined below). Within five (5) business days after written request from Company, Purchaser will submit to the Escrow Agent and Company a certified schedule of the cash amounts payable for fractional shares and will deposit with Escrow Agent sufficient funds to pay such cash amounts for fractional shares. If not all of the cash delivered by Purchaser to the Escrow Agent is immediately distributable, the Escrow Agent will hold uninvested and undistributed cash pending later distribution.
Sample 1
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Related to DISTRIBUTION TO COMPANY OF INDEMNIFICATION ESCROW SHARES

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Indemnification Escrow On the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with a mutually agreeable escrow agent, pursuant to which $250,000 of the proceeds of the Offering will be deposited by the Company, in connection with the payments of the Company's indemnification obligations pursuant to Section 9. All remaining funds in the escrow account that are not subject to an indemnification claim as of the nine-month anniversary of the Closing Date will be returned to the Company in accordance with the terms of the escrow agreement. The Company shall pay the reasonable fees and expenses of the escrow agent.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Transaction Consideration to the extent permitted by applicable Law.

  • Exculpation and Indemnification of Escrow Agent (a) Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice or depositing the Escrow Funds. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Agreement and instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.

  • Payment of Indemnification If, in regard to any Losses:

  • Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

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