Common use of Escrow Reserve Clause in Contracts

Escrow Reserve. On the Closing Date, Buyer shall deposit with and transfer to the Escrow Agent the Indemnity Escrow Deposit, which shall be held by the Escrow Agent pursuant to this Agreement and the Indemnity Escrow Agreement for a period of twelve (12) months following the Closing Date, except to the extent earlier released to the Buyer Indemnified Parties to satisfy any indemnity obligations of the Piedmont Companies to the Buyer Indemnified Parties under this Agreement pursuant to the terms of the Indemnity Escrow Agreement. The Indemnity Escrow Deposit or any portion thereof that remains on deposit with the Escrow Agent as of the 12-month anniversary of the Closing Date shall be disbursed to Sellers in accordance with the Indemnity Escrow Agreement. All interest and earnings on the Indemnity Escrow Deposit shall be distributed and paid from time to time to Sellers and shall, in no event, constitute part of the Indemnity Escrow Deposit. Notwithstanding the foregoing, in accordance with the terms and provisions of the Indemnity Escrow Agreement, such portion of the Indemnity Escrow Deposit shall not be disbursed to Sellers at the end of such 12-month period to the extent that any indemnity claims by any Buyer Indemnified Parties under the Agreement are pending at such time and, in such case, a portion of the Indemnity Escrow Deposit sufficient to satisfy such pending claims in full shall be retained in escrow until a final resolution of any such claims. Promptly following final and conclusive resolution of any such claims, the Escrow Agent shall pay to the Buyer Indemnified Parties any amounts due to the Buyer Indemnified Parties under the Piedmont Companies’ indemnity set forth herein and shall disburse the remainder of the Indemnity Escrow Deposit, if any, and any accrued interest to Sellers. No payment of the Indemnity Escrow Deposit by the Escrow Agent shall limit in any way the Piedmont Companies’ obligation to satisfy in full any indemnity award due to Buyer in excess of the Indemnity Escrow Deposit, subject to the limitations set forth in this Agreement. Notwithstanding anything to the contrary in this Agreement or any other agreement, any Losses for which the Piedmont Companies are liable to the Buyer Indemnified Parties under Section 11.2 of this Agreement shall be first satisfied out of the Indemnity Escrow Deposit until exhausted.

Escrow Reserve. On the Closing Date, Buyer shall deposit with and transfer to the Escrow Agent Eight Hundred Forty Thousand Dollars ($840,000) (the Indemnity Escrow Deposit, which "RESERVE AMOUNT"). The Reserve Amount shall be held by the Escrow Agent pursuant to this Agreement and the Indemnity Escrow Agreement for a period of twelve (12) months following the Closing Date, except to the extent earlier released to the Buyer Indemnified Parties to satisfy any indemnity obligations of the Piedmont Companies to the Buyer Indemnified Parties under this Agreement Seller pursuant to the terms of the Indemnity Escrow Agreement. The Indemnity Escrow Deposit Reserve Amount, or any portion thereof that remains on deposit with the Escrow Agent as of the 12-month anniversary of the Closing Date Date, plus accrued interest, shall be disbursed to Sellers Seller in accordance with the Indemnity Escrow Agreement. All interest and earnings on the Indemnity Escrow Deposit shall be distributed and paid from time , subject to time to Sellers and shall, in no event, constitute part of the Indemnity Escrow DepositSection 2.9(b). Notwithstanding the foregoing, in accordance with the terms and provisions of the Indemnity Escrow Agreement, such portion of the Indemnity Escrow Deposit Reserve Amount shall not be disbursed to Sellers Seller at the end of such 12-month period to the extent that any indemnity claims by any Buyer Indemnified Parties under the Agreement are pending at such time and, in such case, a portion of the Indemnity Escrow Deposit Reserve Amount sufficient to satisfy such pending claims in full shall be retained in escrow until a final resolution of any such claims. Promptly following final and conclusive resolution of any such claims, the Escrow Agent shall pay to the Buyer Indemnified Parties any amounts due to the Buyer Indemnified Parties under the Piedmont Companies’ Seller's indemnity set forth herein and shall disburse the remainder of the Indemnity Escrow DepositReserve Amount, if any, and any accrued interest to SellersSeller. No Subject to Section 10 hereof, no payment of the Indemnity Escrow Deposit Reserve Amount by the Escrow Agent shall limit in any way the Piedmont Companies’ Seller's obligation to satisfy in full any indemnity award due to Buyer in excess of the Indemnity Escrow DepositReserve Amount. The parties expressly agree that Buyer shall not be required to seek to satisfy any Claims under Section 10 hereof by seeking payment of any portion of the Reserve Amount, and Seller and Company shall satisfy in full (subject to any applicable limitations on their liabilities and the limitations set forth in this Agreement. Notwithstanding anything to the contrary in this Agreement or terms and conditions of Article 10 hereof) any other agreement, any Losses such Claims for which the Piedmont Companies are liable to the a Buyer Indemnified Parties under Section 11.2 of this Agreement shall be first satisfied out Party is entitled to indemnification hereunder in cash notwithstanding the existence of the Indemnity Escrow Deposit until exhaustedReserve Amount or its availability to satisfy such Claims.

Escrow Reserve. On the Closing Date, Buyer shall deposit with and transfer to the Escrow Agent one hundred fifty thousand dollars ($150,000) (the Indemnity "Escrow Deposit, which Reserve"). The Escrow Reserve shall be held by the Escrow Agent pursuant to this Agreement and the Indemnity Reserve Escrow Agreement Agreement, in the form attached hereto as Exhibit B (the "Reserve Escrow Agreement") to be entered into at Closing, for a period of twelve four (124) months following the Closing Date, except to the extent earlier released to the Buyer Indemnified Parties to satisfy any indemnity obligations of the Piedmont Companies to the Buyer Indemnified Parties under this Agreement Target pursuant to the terms of the Indemnity Reserve Escrow Agreement, including the satisfaction of claims regarding the Working Capital of Target as of the Closing Date pursuant to Section 2.6(e)(i) below. The Indemnity Escrow Deposit Reserve, or any portion thereof that remains on deposit with the Escrow Agent as of the 12-four month anniversary of the Closing Date Date, plus accrued interest, shall be disbursed to Sellers Target Shareholders in accordance with the Indemnity Reserve Escrow Agreement. All interest and earnings on the Indemnity Escrow Deposit shall be distributed and paid from time to time to Sellers and shall, in no event, constitute part of the Indemnity Escrow Deposit. Notwithstanding the foregoing, in accordance with the terms and provisions of the Indemnity Escrow Agreement, such portion of the Indemnity Escrow Deposit Reserve shall not be disbursed to Sellers Target Shareholders at the end of such 12-four month period to the extent that any indemnity claims by any Buyer Indemnified Parties under the Agreement are pending at such time and, in such case, a portion of the Indemnity Escrow Deposit Reserve sufficient to satisfy such pending claims in full shall be retained in escrow until a final resolution of any such claims. Promptly following final and conclusive resolution of any such claims, the Escrow Agent shall pay to the Buyer Indemnified Parties any amounts due to the Buyer Indemnified Parties under the Piedmont Companies’ Target's indemnity set forth herein and shall disburse the remainder of the Indemnity Escrow DepositReserve, if any, and any accrued interest to SellersTarget Shareholders. No Except as provided in, and subject to the provisions of, Article 6 hereof, no payment of the Indemnity Escrow Deposit Reserve by the Escrow Agent shall limit in any way the Piedmont Companies’ Target's obligation to satisfy in full any indemnity award due to Buyer in excess of the Indemnity Escrow Deposit, subject to the limitations set forth in this Agreement. Notwithstanding anything to the contrary in this Agreement or any other agreement, any Losses for which the Piedmont Companies are liable to the Buyer Indemnified Parties under Section 11.2 of this Agreement shall be first satisfied out of the Indemnity Escrow Deposit until exhaustedReserve.