Indemnification Escrow Account. On the Closing Date, Parent shall pay (or cause to be paid), by wire transfer of immediately available funds, the Indemnification Escrow Cash Amount and deliver the Indemnification Escrow Shares, in each case to U.S. Bank, National Association, as escrow agent (“Indemnification Escrow Agent”), such Indemnification Escrow Amount to be held in escrow to satisfy, at least in part (and only to satisfy), the indemnity obligations described in Section 7.2(a) of this Agreement. The Indemnification Escrow Agent shall hold the Indemnification Escrow Amount in a segregated account (“Indemnification Escrow Account”) and invest, and make payments of, the Indemnification Escrow Amount solely in accordance with the terms of the Indemnification Escrow Agreement in substantially the form attached hereto as Exhibit G (“Indemnification Escrow Agreement”).
Indemnification Escrow Account. (a) From and after the Closing Date, the Stockholders entitled to Merger Consideration (the "Indemnifying Parties") shall, subject to Section 8.3 (including the limitations on recourse), defend, indemnify and hold Parent and its Representatives and Affiliates (including the Surviving Corporation) (collectively, the "Indemnified Parties") harmless against all Losses incurred by the Indemnified Parties directly or indirectly as a result of any inaccuracy or Breach of any representation, warranty or certification of the Company specified in Section 8.1(a)(1) (without giving effect to (i) any Updated Disclosure Schedules, or (ii) to any sections of the Disclosure Schedules, or portions thereof, identified in Section 8.2 of the Original Parent Disclosure Schedules delivered on or prior to the date hereof); provided that the Indemnifying Parties shall have no obligation to defend, indemnify or hold the Indemnified Parties harmless against Losses (A) to the extent accrued for in the Closing Balance Sheet, or (B) for avoidance of doubt, for any inaccuracy or Breach of any representation, warranty or certification of the Company not specified in Section 8.1(a)(1).
(b) As security for the indemnity provided to the Indemnified Parties in this Article VIII and by virtue of this Agreement and the Certificate of Merger, Parent shall deposit the Escrow Stock into the Escrow Account pursuant to the terms set forth in Section 3.14 and the Escrow Agreement.
Indemnification Escrow Account. The Escrow Amount shall be held in escrow pursuant to the Escrow Agreement, and shall be (i) available solely to satisfy any amounts due from the Seller pursuant to Section 8.02, and (ii) held and released in accordance with the Escrow Agreement and the provisions of Section 8.02. Except pursuant to Section 2.05(b), no Person (including any Seller Indemnitee) shall have any obligation to fund the Indemnification Escrow Account. On the six (6) month anniversary date of the Closing Date, the Seller shall be entitled to provide a notice to the Escrow Agent and the Buyer instructing the Escrow Agent to deliver to the Seller the remaining portion of the Escrow Amount less the total amount of any then pending claims against the Indemnification Escrow Account. The Escrow Agreement shall provide that the Escrow Agent shall deliver such amount to the Seller on the sixth (6th) Business Day following receipt of such notice unless the Buyer objects to such delivery by properly making a claim against the Escrow Account pursuant to Article VIII. The Buyer shall be responsible for the payment of any fees owed to the Escrow Agent.
Indemnification Escrow Account. In the event that Purchaser is owed any amount required to be paid by Seller pursuant to Article IX of the Acquisition Agreement (an “Indemnification Amount”), Purchaser will have the right (but not the obligation) to deliver a written notice (an “Indemnification Notice”) to the Escrow Agent (with a copy to Seller) (i) setting forth the Indemnification Amount, (ii) attaching a true and complete copy of the Final Determination showing that the Indemnification Amount in the amount claimed is owed, (iii) requesting that such amount (or any portion thereof) be paid from the Indemnification Escrow Amount on deposit in the Indemnification Escrow Account and (iv) containing payment instructions. Within three (3) business days of receipt of an Indemnification Notice, the Escrow Agent will pay the requested Indemnification Amount to Purchaser in immediately available funds according to Purchaser’s instructions. A “Final Determination” means (x) the written agreement of Seller and Purchaser, or (y) a final arbitration award or a final order, decree or judgment of a court of competent jurisdiction in the United States of America from which no appeal may be taken, whether because of lapsed time or otherwise, in an action between Purchaser and Seller. The Escrow Agent will reserve in the Indemnification Escrow Account the aggregate amount of all Purchaser Claims submitted by Purchaser to Seller pursuant to Section 9.1(d) of the Acquisition Agreement of which the Escrow Agent has received a copy until such Purchaser Claims are paid or otherwise disposed of pursuant to a Final Determination. On the business day following March 31, 2007, the Escrow Agent will pay, in accordance with written instructions received from Seller, fifty percent (50%) of the Indemnification Escrow Amount less the sum of (i) the aggregate total of all amounts theretofore paid to Purchaser out of the Indemnification Escrow Account and (ii) the aggregate total of the amounts set forth in all pending Indemnification Notices and unresolved Purchaser Claims. On the business day following September 30, 2007, the Escrow Agent will pay, in accordance with written instructions received from Seller, the balance then remaining in the Escrow Fund less the aggregate total of the amounts set forth in all pending Indemnification Notices and unresolved Purchaser Claims. In the event that such payment is reduced because of unresolved Purchaser Claims, promptly following the payment or other disposal of each unres...
Indemnification Escrow Account. From the Closing Date until the one-year anniversary of the Closing Date (the “Indemnification Expiration Date”), ten percent (10%) of the Closing Cash Payment shall be held as collateral for the indemnification obligations of the Shareholders pursuant to Article VIII of this Agreement (the “Indemnification Escrow Consideration”). All of the Shareholders shall contribute to the Indemnification Escrow Consideration in proportion to their relative interest in the Closing Cash Payment, and the dollar amount (the “Escrow Portion”) and percentage interest (calculated to six decimals, the “Escrow Percentage”) in the Indemnification Escrow Consideration of each Shareholder is set forth in Schedule II attached hereto and in Schedule I to the Escrow Agreement (defined below).
Indemnification Escrow Account. In the event that Buyer is owed any Damages required to be paid by Sellers pursuant to Section 11.2 of the Stock Purchase Agreement (the “Indemnification Amount”), Buyer will have the right (but not the obligation, except as otherwise stated in Sections 6.7, 11.2 and 11.5 of the Stock Purchase Agreement) to deliver a written notice (an “Indemnification Notice”) to the Escrow Agent (with a copy to Sellers’ Representative) which will set forth (i) the Indemnification Amount, certifying that payment of such amount is due and that such amount (or any portion thereof) is to be paid from the Indemnification Escrow Account, and (ii) payment instructions. On the twenty-first business day after receipt by the Escrow Agent of such Indemnification Notice, the Escrow Agent shall pay to Buyer the Indemnification Amount in immediately available funds from the Indemnification Escrow Account in accordance with the payment instructions, provided, however, that if the Escrow Agent receives notice of a Contested Claim (as defined below) from Sellers’ Representative prior to the twenty-first business day following the date the Escrow Agent receives an Indemnification Notice, the Escrow Agent shall disburse all or portions of the amounts in accordance with Section 3(c).
Indemnification Escrow Account. Notwithstanding anything contained herein to the contrary, the full amount in the Indemnification Escrow Account shall be available to the Buyer Indemnified Persons for recovery with respect to any claim for Damages pursuant to this Article 11 and without regard to the relative responsibility of any Seller therefor.
Indemnification Escrow Account. Upon Closing, 10% of the Purchase Price payable to the Stockholders shall be placed in an escrow account pursuant to an escrow agreement substantially in the form attached hereto as Exhibit E.
Indemnification Escrow Account. At the Effective Time, twenty-five ------------------------------ percent (25%) of the total number of Class A Shares (and, after the reorganization of capital of the Class A Shares, the Exchangeable Shares into which such Class A Shares are exchanged) issuable to the Company Shareholders pursuant to Section 1.6 (the "Indemnification Shares") shall be deposited into an escrow account (the "Indemnification Escrow Account") by and on behalf of the Company Shareholders. The terms and conditions upon which the Indemnification Shares are to be held shall be set forth more fully in the Escrow Agreement. Each Indemnification Share delivered to Parent or its affiliates in satisfaction of the Company's indemnification obligation contained in Section 8.2(a) shall be valued at the Parent Common Stock Deemed Value. -45-
Indemnification Escrow Account
