Common use of Escrow Indemnification Clause in Contracts

Escrow Indemnification. (A) At the Closing, pursuant to an Escrow Agreement to be executed by the parties in substantially the form and substance of Exhibit 2.5(a) hereto, the Escrow Deposit shall be deposited with CoreStates Bank, N.A. or another escrow agent acceptable to Buyer and Shareholder (the "ESCROWEE") and shall be held by the Escrowee, together with all interest or income, if any, earned thereon in accordance with the Escrow Agreement, as a non-exclusive source of indemnification from the Shareholder for any amount due to any Buyer Indemnitee (as such term is hereinafter defined in Section 11.2) pursuant to Articles II, XI, or otherwise. The Escrow Deposit (plus all interest or income earned thereon in accordance with the Escrow Agreement) less any claims made in good faith for Losses (as such term is defined in Section 11.2) and any amounts paid to Buyer or the Shareholder in accordance with Section 2.2(b) above shall be released to Shareholder on the second anniversary of the Closing Date (the "ESCROW RELEASE DATE"). (B) Subject to the limitations set forth in Article III below (including without limitation, with respect to the sale of shares of IHS Stock issued pursuant to this Agreement), if Shareholder shall so request, the shares of IHS Stock constituting all or part of the Escrow Deposit, shall be sold in a bona fide third party transaction for the account of the Escrow Deposit, if the entire gross proceeds of such sale shall become part of the Escrow Deposit, and shall be deposited with the Escrowee and held pursuant to the Escrow Agreement, and Buyer shall have reasonably determined that a satisfactory procedure shall have been established so that at all times before, during and after such sale, the escrowed shares of IHS Stock to be sold and said gross proceeds thereof shall be subject to the sole possession and control of the Escrowee pursuant to the terms of the Escrow Agreement, and shall be, free and clear of all Liens of third parties (other than Liens in favor of the Escrowee to the extent, if any, provided in the Escrow Agreement). (C) If any shares of IHS Stock constituting any part of the Escrow Deposit shall be sold, the gross proceeds thereof shall be held by the Escrowee pursuant to the terms of the Escrow Agreement, and shall be invested in accordance with the instructions of Shareholder (subject to the reasonable approval of Buyer) as provided in the Escrow Agreement. Any interest or income or dividends paid on or in respect of all or any part of the Escrow Deposit ("ESCROW INCOME") shall be added to, and shall thereafter constitute part of the Escrow Deposit. (D) The costs, fees and expenses of the Escrowee shall be borne equally by Buyer, on the one hand, and Shareholder, on the other hand.

Escrow Indemnification. (Aa) At the Closing, pursuant to an Escrow Agreement to be executed by the parties in substantially the form and substance of Exhibit 2.5(a) 2.4 hereto, the Escrow Deposit shall be deposited with CoreStates Bank, N.A. or another an escrow agent (the "Escrowee") acceptable to Buyer and Shareholder (the "ESCROWEE") Sellers and shall be held by the Escrowee, together with all interest dividends (stock or incomecash), if any, earned thereon, and any interest or income earned thereon in accordance with the Escrow Agreement, as a non-exclusive source of indemnification from the Shareholder Sellers for any amount due to any Buyer Indemnitee (as such term is hereinafter defined defined) and as a source of repayment of any reduction in Section 11.2) the Purchase Price pursuant to Articles II, XI, Section 1.6 or otherwiseSection 2.3 above. The Escrow Deposit shall be deemed to be the property of Buyer unless and until paid to Sellers pursuant to the Escrow Agreement. The Escrow Deposit (plus all dividends, if any, earned thereon, and any interest or income earned thereon in accordance with the Escrow Agreement) less any claims made in good faith pursuant to Section 1.6 or Section 2.3 above or for Losses (as such term is defined in Section 11.210.2(a) hereof), and also less any amounts paid previously released to Buyer or the Shareholder Sellers in accordance with Section 2.2(b) above 1.6 above, shall be released to Shareholder Sellers on the second first anniversary of the Closing Date Date. If any Buyer Indemnitee shall have asserted a claim to indemnification or for a Purchase Price reduction, and the amount of such claim shall not have been finally determined by the first anniversary of the Closing Date, then the amount of the Escrow Deposit to be released to Sellers in accordance with the foregoing sentence shall be reduced by a reasonable reserve for such claim as determined by Buyer in good faith and set forth in a notice to Sellers and the Escrow Agent. If Sellers shall dispute the amount of such reserve, they shall give notice to Buyer setting forth in reasonable detail their objections and the basis therefor, in which case the parties shall meet and in good faith attempt to resolve any disagreements within thirty (30) days after Sellers' receipt of notice of the "ESCROW RELEASE DATE")amount of the reserve. If the parties are unable to resolve such disagreements within such time period, the disagreements shall be referred to the Settlement Accountants, and the determination of the Settlement Accountants shall be final and shall not be subject to further review, challenge, or adjustment absent fraud. The Settlement Accountants shall be directed to use their best efforts to reach a determination not more than forty-five (45) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be borne by the party against whom the Settlement Accountants shall rule; provided that if the Settlement Accountants shall not clearly rule against any party, then such costs and expenses shall be borne equally by Sellers, on the one hand, and Buyer, on the other hand. (Bb) Subject to the limitations set forth in Article III Section 2.5 below (including without limitation, Sections 2.5 (b) and 2.5(c)) with respect to the sale of shares of IHS Stock issued pursuant to this Agreement), if Shareholder Sellers shall so request, Buyer and IHS shall agree to the sale of shares of IHS Stock constituting all or part of the Escrow Deposit, shall be sold in a bona fide third party transaction for the account of the Escrow Deposit, Deposit if the entire gross proceeds of such sale shall become part of the Escrow Deposit, Deposit and shall be deposited with the Escrowee Escrow Agent and held pursuant to the Escrow Agreement, and Buyer and IHS shall have reasonably determined that a satisfactory procedure shall have been established so that at all times before, during and after such sale, sale the escrowed shares of IHS Stock to be sold and said gross proceeds thereof shall be subject to the sole possession and control of the Escrowee pursuant to the terms of the Escrow Agreement, Agent and shall be, be free and clear of all Liens of third parties (other than Liens in favor of the Escrowee to the extent, Escrow Agent if any, and as provided in the Escrow Agreement). (Cc) If For purposes of determining the value of any shares of IHS Stock constituting any part claimed as a source for indemnification, for Purchase Price reductions or for release of less than all of the Escrow Deposit shares held in escrow, the Current Market Value Per Share shall be sold, used. For purposes hereof "Current Market Value Per Share" means the gross proceeds thereof shall average closing New York Stock Exchange ("NYSE") price of IHS Stock for the thirty (30) business day period ending on the date which is two (2) business days prior to the date on which such IHS Stock is to be held by released from the Escrowee Escrow pursuant to the terms of the Escrow Agreement, and shall be invested in accordance with the instructions of Shareholder (subject to the reasonable approval of Buyer) as provided in the Escrow Agreement. Any interest or income or dividends paid on or in respect of all or any part of the Escrow Deposit ("ESCROW INCOME") shall be added to, and shall thereafter constitute part of the Escrow Deposit. (D) The costs, fees and expenses of the Escrowee shall be borne equally by Buyer, on the one hand, and Shareholder, on the other hand.

Escrow Indemnification. (A) (I) At the Closing, pursuant to an Escrow Agreement to be executed by the parties in substantially the form and substance of Exhibit 2.5(a2.5(a)(i) hereto, the Escrow Deposit shall be deposited with CoreStates Bank, N.A. or another escrow agent acceptable to Buyer and Shareholder Shareholders' Representative (the "ESCROWEE") and shall be held by the Escrowee, together with all interest or income, if any, earned thereon in accordance with the Escrow Agreement, as a non-exclusive source of indemnification from the Shareholder Principal Shareholders for any amount due to any Buyer Indemnitee (as such term is hereinafter defined in Section 11.212.2) pursuant to Articles II, XIXII, or otherwise. The Escrow Deposit (plus all interest or income earned thereon in accordance with the Escrow Agreement) less any claims made in good faith for Losses (as such term is defined in Section 11.212.2) and any amounts paid to Buyer or the Shareholder Principal Shareholders in accordance with Section 2.2(b) above shall be released to Shareholder Shareholders' Representative (for distribution to the Principal Shareholders) on the second anniversary of the Closing Date (the "ESCROW RELEASE DATE"). (B) Subject . If on the Escrow Release Date, all amounts that may be due to the limitations set forth in Article III below (including without limitation, Principal Shareholders with respect to the sale extension of the Xxxx/Xxxxxx Leases have not been paid to the Principal Shareholders, then such unpaid amounts shall be delivered to Buyer in shares of IHS Stock issued pursuant Stock, valued using the Closing Date as the date of determination or cash, at Principal Shareholders' election; provided however, that such delivery to this AgreementBuyer shall not relieve Buyer of its obligations with respect thereto under Section 2.2(b), if Shareholder shall so request, the shares of IHS Stock constituting all or part of the Escrow Deposit, shall be sold in a bona fide third party transaction for the account of the Escrow Deposit, if the entire gross proceeds of such sale shall become part of the Escrow Deposit, and shall be deposited with the Escrowee and held pursuant to the Escrow Agreement, and Buyer shall have reasonably determined that a satisfactory procedure shall have been established so that at all times before, during and after such sale, the escrowed shares of IHS Stock to be sold and said gross proceeds thereof shall be subject to the sole possession and control of the Escrowee pursuant to the terms of the Escrow Agreement, and shall be, free and clear of all Liens of third parties (other than Liens in favor of the Escrowee to the extent, if any, provided in the Escrow Agreement)above. (C) If any shares of IHS Stock constituting any part of the Escrow Deposit shall be sold, the gross proceeds thereof shall be held by the Escrowee pursuant to the terms of the Escrow Agreement, and shall be invested in accordance with the instructions of Shareholder (subject to the reasonable approval of Buyer) as provided in the Escrow Agreement. Any interest or income or dividends paid on or in respect of all or any part of the Escrow Deposit ("ESCROW INCOME") shall be added to, and shall thereafter constitute part of the Escrow Deposit. (D) The costs, fees and expenses of the Escrowee shall be borne equally by Buyer, on the one hand, and Shareholder, on the other hand.

Escrow Indemnification. (Aa) At The Parties hereto agree, and by adopting and approving this Agreement and the Closing, pursuant to an Escrow Agreement to be executed by Merger or the parties in substantially the form and substance ATSI Plan of Exhibit 2.5(a) heretoMerger, the ATSI Merger, the UAC Plan of Merger or the UAC Merger, as the case may be, the stockholders of the Arcus Parties shall agree, that an aggregate amount equal to the Common Stock Escrow Deposit shall Indemnity Contribution will be deposited with CoreStates Bank, N.A. or another escrow agent acceptable to Buyer and Shareholder (withheld from the "ESCROWEE") and shall be held by the EscroweeCash Merger Consideration and, together with all interest or incomethe Warrant Escrow Indemnity Contribution to be withheld pursuant to the Warrant Purchase Agreements from the Warrant Purchase Price (collectively, if anythe "Escrow Indemnity Funds"), earned thereon will be deposited into escrow and held and disbursed in accordance with the terms of this Article 8 and the Escrow AgreementAgreement in order to provide a fund to indemnify Acquiror and hold Acquiror harmless from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including without limitation liabilities for all reasonable attorneys', accountants', and experts' fees and expenses including those incurred to enforce the terms of this Agreement or any Collateral Document (collectively, "Loss and Expense"), suffered, directly or indirectly, by Acquiror by reason of, or arising out of: (i) any breach of representation or warranty made by the Arcus Parties pursuant to this Agreement or any Collateral Document or any failure by the Arcus Parties to perform or fulfill any of their respective covenants or agreements set forth in this Agreement or any Collateral Document; (ii) any Legal Action or other Claim by any third party relating to the Arcus Parties to the extent such Legal Action or other Claim has resulted in a breach of representation or warranty by the Arcus Parties pursuant to this Agreement or any Collateral Document; (iii) the Final Indebtedness Amount exceeding the amount set forth in the Company Indebtedness Calculation (but only to the extent such Loss or Expense is not satisfied out of the Combined Escrow Holdback Amount) or the Expenses of the Arcus Entities exceeding the amount available therefor in the Expense Fund; or (iv) any one or more of the matters listed in Section 8.2(a) of the Disclosure Schedule. (b) The Parties hereby appoint, and by adopting and approving this Agreement and the Merger or the ATSI Plan of Merger, the ATSI Merger, the UAC Plan of Merger or the UAC Merger, as a non-exclusive source the case may be, the stockholders of indemnification from the Shareholder for any amount due to any Buyer Indemnitee (as such term is hereinafter defined in Section 11.2) pursuant to Articles IIArcus Parties shall appoint, XIThe Bank of New York, or otherwisesuch other entity as is reasonably satisfactory to the Parties (the "Escrow Agent", with full and unqualified power to delegate to one or more Persons the authority granted to it hereunder). The Arcus Parties hereby appoint, and by adopting and approving this Agreement and the Merger, the stockholders of the Arcus Parties shall appoint, Xx. Xxxxxx X. Xxxxxx (the "Stockholder Representative"), with full and unqualified power to delegate (with the approval of Acquiror, which shall not be unreasonably withheld) to one or more Persons the authority granted to him hereunder) to act as his, her or its agent and attorney-in-fact, with full power of substitution, to execute the Escrow Deposit (plus Agreement and to take all interest actions called for by this Article 8 and the Escrow Agreement on his, her or income earned thereon its behalf, in accordance with the terms of this Article 8 and the Escrow Agreement) less any claims made in good faith for Losses (as such term is defined in Section 11.2) and any amounts paid to Buyer or the Shareholder in accordance with Section 2.2(b) above shall be released to Shareholder on the second anniversary of the Closing Date (the "ESCROW RELEASE DATE"). (Bc) Subject In the event Acquiror or any of its Representatives determines to settle, compromise, dispute, commence or join in any legal action or proceeding relating to, or take any other significant action with respect to, any of the matters listed in Section 8.2(a) of the Disclosure Schedule (other than the matters listed in item (4) thereof), Acquiror shall communicate such intended course of action to the limitations set Stockholder Representative on behalf of the Stockholders and, in the event the Stockholder Representative reasonably disputes such intended course of action (setting forth in Article III below the basis of such objection and an alternative course of action), Acquiror and the Stockholder Representative shall use their best efforts to agree on a mutually acceptable course of action. In the event such agreement is not reached within fifteen (including without limitation15) days following the date of such dispute notice, with respect then Acquiror and the Stockholder Representative shall jointly retain an independent third party to review Acquiror's and the sale Stockholder Representative's proposed courses of shares action. Such independent third party shall select the more appropriate of IHS Stock issued pursuant to the two alternative courses of action, which conclusion shall be binding on Acquiror and the Stockholder Representative for all purposes hereunder. (d) The Parties hereto agree, and by adopting and approving this Agreement and the Merger or the ATSI Plan of Merger, the ATSI Merger, the UAC Plan of Merger or the UAC Merger, as the case may be, the stockholders of the Arcus Parties shall agree, that notwithstanding any other provision of this Agreement), if Shareholder shall so request, the shares of IHS Stock constituting all Stockholder Representative's liability to such Parties or part any third party under this Agreement or the Escrow Agreement shall be limited to any claim or liability arising as a result of the Escrow Deposit, shall be sold Stockholder Representative's willful misconduct or bad faith in a bona fide third party transaction for the account of the Escrow Deposit, if the entire gross proceeds of such sale shall become part of the Escrow Deposit, and shall be deposited with the Escrowee and held pursuant to performing its specified duties hereunder or under the Escrow Agreement, and Buyer shall have reasonably determined such Parties further agree that a satisfactory procedure shall have been established so that at all times before, during and after any such sale, the escrowed shares of IHS Stock to be sold and said gross proceeds thereof liability shall be subject limited to direct damages resulting from such conduct and that in no event shall the sole possession and control of the Escrowee pursuant to the terms of the Escrow AgreementStockholder Representative be liable for special, and shall be, free and clear of all Liens of third parties (other than Liens in favor of the Escrowee to the extent, if any, provided in the Escrow Agreement). (C) If any shares of IHS Stock constituting any part of the Escrow Deposit shall be sold, the gross proceeds thereof shall be held incidental or consequential damages incurred or suffered by the Escrowee pursuant to the terms of the Escrow Agreement, and shall be invested in accordance with the instructions of Shareholder (subject to the reasonable approval of Buyer) as provided in the Escrow Agreement. Any interest or income or dividends paid on or in respect of all such Parties or any part of the Escrow Deposit ("ESCROW INCOME") shall be added to, and shall thereafter constitute part of the Escrow Depositthird party. (D) The costs, fees and expenses of the Escrowee shall be borne equally by Buyer, on the one hand, and Shareholder, on the other hand.