Indemnification Escrow Fund. The Indemnification Escrow Amount (plus any interest or other income paid on such Indemnification Escrow Amount in accordance with the Escrow Agreement) (the “Indemnification Escrow Fund”) shall be available to compensate the Indemnified Parties for any Indemnifiable Losses suffered or incurred by them and for which they are entitled to recovery under Article VIII. The terms of, and timing and payment under, the Indemnification Escrow Fund shall be in accordance with Article VIII and the Escrow Agreement. Subject to the terms of this Agreement and the Escrow Agreement, the Released Indemnification Escrow Amount payable to the Stockholders shall be allocated among, and distributed to, the Stockholders such that with respect to any distribution of the Released Indemnification Escrow Amount pursuant to Section 2.4 of the Escrow Agreement (each an “Indemnification Escrow Distribution”) in the following priority:
(i) first, each share of Company Series A Preferred Stock (other than shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall represent the right to receive in respect of such share a pro rata share of any Indemnification Escrow Distributions up to, in the aggregate, an amount equal to the difference, if any, between the Series A Liquidation Amount and the Series A Liquidation Amount (without taking into account the proviso to the definition of Series A Liquidation Amount), in cash, without interest and rounded to the nearest cent ($0.01) (with amounts greater than or equal to $0.005 rounded up). The parties acknowledge and agree that any Indemnification Escrow Distribution, if any, will be paid first to the holders of the Company Series A Preferred Stock in order to make up the shortfall, if any, of the full Series A Liquidation Preference Payment (as such term is defined in the Company’s Second Amended and Restated Certificate of Incorporation (the “Restated Charter”)) required to be paid by Section 4(a)(i) of Article Fourth of the Restated Charter;
(ii) second, each share of Company Series 1 Preferred Stock (other than shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall represent the right to receive in respect of such share a pro rata share of any Indemnification Escrow Distributions up to, in the aggregate, an amount equal to the difference, if any, between the S...
Indemnification Escrow Fund. At each Closing, each Seller will be deemed to have received and deposited its Escrow Portion into the Indemnification Escrow Fund, without any act of the Seller. At the First Closing, the Total Escrow Consideration (minus the portion of the Total Escrow Consideration in respect of the Promoter’s Shares) will be deposited with the Agent to be governed by the terms set forth herein and in the Escrow Agreement and shall be available to compensate Purchaser for any Losses. At the Second Closing, the Total Escrow Consideration in respect of the Promoter’s Shares will be deposited into the Indemnification Escrow Fund in the same manner. Purchaser shall cause the Agent to hold and safeguard the Indemnification Escrow Fund until the Indemnification Expiration Date and to dispose of the Total Escrow Consideration in accordance with the terms of this Article VIII and the Escrow Agreement.
Indemnification Escrow Fund. “Indemnification Escrow Fund” has the meaning set forth in Section 1.3(b).
Indemnification Escrow Fund. Search hereby delivers to Escrow Agent the number of shares (the "Escrow Shares") of Merger Consideration equal to Two Million, Five Hundred Thousand Dollars ($2,500,000) worth of Search Common Stock at the Valuation Period Market Value (the "Escrow Fund") to Escrow Agent to hold in escrow on the terms and conditions set forth herein.
Indemnification Escrow Fund. As security for the indemnity of the Buyer by the Seller and the Seller Principal Stockholders provided for in Section 8 above, the Escrow Shares shall be registered in the name of the Seller, and deposited (with an executed assignment in blank) with Norwest Bank, N.A. as Escrow Agent, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and in the escrow agreement to be signed by all parties thereto (the "Escrow Agreement"). In the event of any conflict between the terms of this Agreement and the Escrow Agreement, the terms of the Escrow Agreement shall govern. All costs and fees of the Escrow Agent for establishing and administering the Escrow Fund shall be borne equally by the Parties. Upon compliance with the terms hereof, the Buyer shall be entitled to obtain indemnity first from the Escrow Fund for all Adverse Consequences covered by the indemnity provided for in Section 8 above. If the Escrow Fund is not sufficient to cover any such Adverse Consequences covered by Section 8 above, then the Buyer shall be entitled to seek payment from the Seller Principal Stockholders. The form of the Escrow Agreement is attached hereto as Exhibit F. (b)
Indemnification Escrow Fund. (a) In accordance with the Escrow Agreement, the Purchaser shall deposit or cause to be deposited with the Agent, at the Closing, the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any distributions therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”), to be held for the purpose of securing the indemnification obligations of the Participating Securityholders set forth in this Agreement, for settling any obligations that the Participating Securityholders may have with respect to the Post-Closing Adjustment, for limiting the Purchaser’s exposure to appraisal and dissenters’ right claims from Dissenting Stockholders in accordance with Section 2.04(c) and Section 7.02(c) and for offsetting severance expenses incurred by the Purchaser and its Subsidiaries to the extent provided in Section 2.07(b).
(b) On or before the 46th day following the date on which the Effective Time occurs, the Purchaser shall provide the Stockholder Representative with one or more schedules (each, a “Non-Continuing Employee Schedule”) setting forth (i) the names of any Non-Continuing Employees who were sent Termination Notices by the Purchaser or any of its Subsidiaries on or before the 45th day following the date on which the Effective Time occurs, (ii) for each such Non-Continuing Employee, the date on which such Termination Notice was sent by the Purchaser or any of its Subsidiaries and (iii) for each such Non-Continuing Employee, the U.S. dollar amount of each such Non-Continuing Employee’s Potential Severance (for employees not paid in U.S. dollars, based on a published exchange rate as of a date within ten days prior to the date such Non-Continuing Employee Schedule is sent to the Stockholder Representative) and the calculation used in arriving at such Non-Continuing Employee’s Potential Severance. Each Non-Continuing Employee’s Potential Severance shall be calculated in accordance with the schedule titled “RapidMiner, Inc. – Severance Schedule” that was delivered by the Company to Purchaser on September 12, 2022 (the “Severance Schedule”). By notice (sent prior to the one year anniversary of the Closing) to the Agent, with a copy to the Stockholder Representative, the Purchaser shall be able to recover from the Indemnification Escrow Fund amounts paid by the Purchaser or its Subsidiaries as severance to Non-Continuing Employees listed on a Non-Continuing Employee Schedule (including the ...
Indemnification Escrow Fund. 43 8.5. Indemnification Escrow Period; Release From Indemnification Escrow.......................................... 43
Indemnification Escrow Fund. Any Losses payable to a Parent Indemnitee pursuant to this Article VIII shall be satisfied (i) first from the Indemnification Escrow Fund, and (ii) second, to the extent the amount of Losses exceeds the amounts available to the Parent Indemnitee in the Indemnification Escrow Fund, from the Shareholders, severally and not jointly (in accordance with their Pro Rata Shares).
Indemnification Escrow Fund. At the Effective Time, the Escrow Shares will be deposited with an escrow agent that is mutually agreeable to the Company and Parent, without any act required on the part of the Company's stockholders. The Escrow Shares will be held in deposit in accordance with the terms and conditions set forth in Exhibit F attached hereto and will secure the indemnification obligations of the Company and its stockholders to Parent for any losses incurred by Parent as a result of any breach of the representations, warranties, covenants or agreements of the Company which are contained in this Agreement.
Indemnification Escrow Fund. By virtue of this Agreement and as security for the indemnity obligations provided for in Section 8.2 hereof, at the Closing, each of the Indemnifying Parties will be deemed to have received and deposited with the Escrow Agent such Indemnifying Party’s Pro Rata Portion of the Escrow Cash without any act of the Indemnifying Parties. The Escrow Amount shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article VIII. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. Promptly after the Closing, the Escrow Amount, without any act of the Indemnifying parties, will be deposited with the Escrow Agent, such deposit of the Indemnification Escrow Amount to constitute an escrow fund (the “Indemnification Escrow Fund”) to be governed by the terms set forth herein.
