Indemnification Escrow. (a) The Escrow Deposit Amount, or from and after the Closing the Remaining Escrow Deposit Amount, shall (subject to the terms and conditions of Article 6) serve as and be the sole and exclusive source for payment of claims for indemnification by any Purchaser Indemnitee pursuant to Article 6. The Escrow Letter of Credit, which shall be provided at the Closing by Purchaser to the Escrow Agent in respect of the Escrow Deposit Amount, shall be held by the Escrow Agent in an account (the “Indemnity Escrow Account”) in accordance with the terms and conditions of an escrow agreement in the form attached hereto as Exhibit G (the “Escrow Agreement”).
(b) On the date which is twelve (12) months following the Closing, the Escrow Agent shall pay and disburse to the Partnership, via a draw on the funds available under the Escrow Letter of Credit, the Initial Indemnity Release Amount calculated in accordance with Section 2.13, and the amount available to be drawn under the Escrow Letter of Credit and the aggregate principal amount of the Escrow Letter of Credit shall be reduced to reflect the foregoing draw and payment.
(c) Notwithstanding anything in this Agreement or in the Escrow Agreement to the contrary, in the event that the Partnership is entitled, pursuant to this Agreement and the Escrow Agreement, to funds to be drawn from the Escrow Letter of Credit and the Escrow Agent is not able to draw all or any part of such funds from the Escrow Letter of Credit after receiving a notice (formatted as a joint written instruction) directing it to draw and release such funds, whether due to the expiration of the Escrow Letter of Credit, technical draw issues or otherwise, then, and in any such event, Purchaser shall deliver to the Partnership, by wire transfer of immediately available funds, not later than three (3) business days (with time of the essence) after a written request therefor from the Partnership, the amount of funds to which the Partnership is entitled or, if less than such amount, the remaining amount available to be drawn under the Escrow Letter of Credit, and the amount available to be drawn thereafter under the Escrow Letter of Credit (if not already equal to Zero) shall be reduced by the amount of such wire transfer. Without limiting the forgoing, any inability of the Escrow Agent to draw upon the Escrow Letter of Credit for any amount that is properly payable to the Partnership from the Escrow Letter of Credit or the Indemnity Escrow Account pursuant t...
Indemnification Escrow. The Company agrees to set aside from the gross proceeds raised pursuant to this Offering, an aggregate amount of $100,000, to be placed in the Escrow Account under the terms of the Escrow Agreement to be entered into as of the date hereof between the Company, the Representative, and the Escrow Agent, for a period of 12 months from the date hereof.
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 $500,000 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 24-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.
Indemnification Escrow. An amount equal to the sum of the General Escrow Amount and the Equityholder Representative Escrow Amount shall be withheld from the aggregate cash consideration payable to the Equityholders pursuant to Sections 2.03(a) and Section 2.06(a), as applicable, and treated in accordance with this Section 2.07. At the Closing, the Equityholder Representative, Parent and the Escrow Agent shall execute the Escrow Agreement. On the Closing Date, Parent, on behalf of the Equityholders, shall deliver the Escrow Amount to the Escrow Agent in immediately available funds by wire transfer deposit. The Equityholder Representative Escrow Amount delivered to the Escrow Agent shall be deposited in a separate account (the “Equityholder Representative Escrow Account”) to be held in escrow to fund the out-of-pocket costs and expenses of the Equityholder Representative pursuant to the provisions of the Escrow Agreement. The General Escrow Amount plus any interest and other income earned thereon (net of any distributions pursuant to the terms of this Agreement and the Escrow Agreement) being held in escrow from time to time pursuant to the Escrow Agreement (the “General Escrow Fund”) shall be held by the Escrow Agent in a dedicated escrow account (the “General Escrow Account”) as security for the indemnification obligations of the Equityholders provided for in Article 10, pursuant to the terms of the Escrow Agreement and shall be disbursed in accordance with the terms thereof.
Indemnification Escrow. As the sole remedy of the Indemnitees for the indemnity obligations of the Company Shareholders set forth in Article XI, at the Closing, Parent shall deposit in escrow an aggregate of 212,500 Parent Class B Ordinary Shares (the “Escrow Fund”), which will be allocated among the Company Shareholders in the same proportions as the total Closing Consideration is allocated among them, all in accordance with the terms and conditions of an escrow agreement to be entered into at the Closing between Parent, the Company, the Company Shareholder Representative, the Surviving BVI Company, the HL Representative, and Continental Stock Transfer & Trust Company (“Continental”) as escrow agent (the “Indemnification Escrow Agreement”). The Indemnification Escrow Agreement will provide that, on the tenth (10th) Business Day after Parent files its annual report for the year ending December 31, 2021 (the “Escrow Termination Date”), subject to any holdback for unresolved claims as provided in the Indemnification Escrow Agreement, Continental will release the Escrow Fund, less that portion of the Escrow Fund applied in satisfaction of or reserved with respect to indemnification claims made prior to such date, to the Company Shareholders in the same proportions as originally deposited into escrow.
Indemnification Escrow. At the Effective Time, the Velagio Shareholders, the CTS Shareholder, Microfield and the Escrow Agent shall enter into an Indemnification Escrow Agreement in the form attached as Exhibit A ("INDEMNIFICATION ESCROW AGREEMENT"). The Indemnification Escrow Agreement will require that simultaneously with the Effective Time the Velagio Shareholders will place 250,000 shares, and the CTS Shareholder will place 250,000 shares, of Microfield Common Stock (for an aggregate of 500,000 shares of Microfield Common Stock) into an escrow account for the purposes of satisfying claims arising under this Agreement or the CTS Merger Agreement. The Indemnification Escrow Agreement shall also provide the manner and method upon which claims will be satisfied by the Microfield Common Stock placed in escrow.
Indemnification Escrow. A counterpart, duly executed by each of Purchaser and the Indemnification Escrow Agent, of the Indemnification Escrow Agreement.
Indemnification Escrow. (a) On the Closing Date, Seller shall deposit in escrow with ____________, acting as the indemnification escrow agent on the parties' behalf ("Indemnification Escrow Agent"), a deposit in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) ("Indemnification Escrow") by bank wire transfer of immediately available funds, to be held in escrow for a period of twelve (12) months from the Closing Date in accordance with the terms and conditions of the Indemnification Escrow Agreement entered into between Seller, Purchaser and Indemnification Escrow Agent in the form of Exhibit K hereto.
(b) The Indemnification Escrow Agent shall retain the Indemnification Escrow in accordance with the terms of the Indemnification Escrow Agreement as security for Seller's obligation to indemnify Purchaser as provided in Section 14 hereof. It is expressly understood that the amount of the Indemnification Escrow is not a limit upon Seller's liability for any breach of this Agreement or its indemnity obligations hereunder, provided, however, Seller's liability for any breach of this Agreement shall not exceed the Purchase Price.
Indemnification Escrow. From the First Closing Date until the second anniversary of the First Closing Date (the “Indemnification Expiration Date”), the Total Escrow Consideration shall be held as collateral for the indemnification obligations of the Company and the Sellers pursuant to Article VIII of this Agreement. All of the Sellers shall be deemed to have contributed to the Total Escrow Consideration in proportion to the number of Company Shares held by them and set forth on Schedule 1, and the dollar amount (the “Escrow Portion”) and percentage interest (the “Escrow Percentage”) in the Total Escrow Consideration of each Seller is as set forth in Schedule 1. To the extent possible, the Total Escrow Consideration at the First Closing shall include the portion of the Total Escrow Consideration in respect of the Promoter’s Shares (defined below).
Indemnification Escrow. Concurrently with the execution and delivery of this Agreement, the Company, the Representative and Xxxxxxxx Law Group LLP, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which $600,000 in gross proceeds from the Offering shall be deposited by the Company at Closing in an interest bearing escrow account (the “Escrow Account”). All remaining funds in the Escrow Account that are not subject to an indemnification claim as of the eighteen-month anniversary of the Closing, or longer if there is evidence that may reasonably result in the Company having to indemnify the Underwriter but in no event longer than the second anniversary of the Closing, 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.
