Common use of Escrow Pending Indemnification Determination Clause in Contracts

Escrow Pending Indemnification Determination. In the event that either Party makes a claim for indemnification under this Agreement, then the claiming Party shall have the right, to the extent it is owed indemnifications, to pay amounts owed to the other Party under this Agreement into an escrow account (established pursuant to an escrow agreement to be agreed upon by the Parties) to be held by the escrow agent in an interest bearing account until a determination by either (i) the Parties, (ii) a court of proper jurisdiction or (iii) agreed upon panel of arbitrators, has been made regarding the claiming Party's right to indemnification. In the event that the claiming Party is entitled to indemnification, then such escrowed funds shall be paid to the claiming Party in partial or complete satisfaction of such indemnification obligation. In the event the escrowed funds are insufficient to satisfy the indemnification obligation, the indemnifying Party shall nevertheless be obligated to pay the indemnified Party the full amount of such indemnification obligation. Any excess funds remaining in the escrow account after the payment of the indemnification obligation or any funds held in the escrow account if it is determined that no indemnification obligation is owed shall be paid to the nonclaiming Party.

Escrow Pending Indemnification Determination. In the event that either Party makes a claim for indemnification under this Agreement, then the claiming Party shall have the right, to the extent it is owed indemnifications, to pay amounts owed to the other Party under this Agreement into an escrow account (established pursuant to an escrow agreement to be agreed upon by the Parties) to be held by the escrow agent in an interest bearing account until a determination by either (i) the Parties, (ii) a court of proper jurisdiction or (iii) agreed upon panel of arbitrators, has been made regarding the claiming Party's right to indemnification. In the event that the claiming Party is entitled to indemnification, then such escrowed funds shall be paid to the claiming Party in partial or complete satisfaction of such indemnification obligation. In the event the escrowed funds are insufficient to satisfy the indemnification obligation, the indemnifying Party party shall nevertheless be obligated to pay the indemnified Party party the full amount of such indemnification obligation. Any excess funds remaining in the escrow account after the payment of the indemnification obligation or any funds held in the escrow account if it is determined that no indemnification obligation is owed shall be paid to the nonclaiming Party.