Indemnification Escrow Fund Clause Samples
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Indemnification Escrow Fund. At the Closing, the Purchaser or Acquisition Sub shall deposit, or shall cause the deposit of, with the Custody Agent $55,000,000 (the "INDEMNIFICATION ESCROW AMOUNT", and together with all earnings thereon, the "INDEMNIFICATION ESCROW FUND"). The Indemnification Escrow Fund shall be held in accordance with the Custody Agreement. The Company hereby grants to the Purchaser, on behalf of its shareholders, effective as of the Effective Time, a security interest in the Indemnification Escrow Fund for all amounts which may become owed to Purchaser therefrom under this Agreement.
(a) Twenty-one (21) months after the Closing Date, the Custody Agent shall pay to the Representative, on behalf of the Unit Holders, pursuant to the Custody Agreement, the entire amount remaining in the Indemnification Escrow Fund, other than an amount equal to the sum of (x) $8,750,000 plus (y) the amount of any unresolved claims for indemnification by the Purchaser pursuant to Section 11.2(a) and Article XII hereof pursuant to which the Purchaser has duly notified the Representative and the Custody Agent pursuant to the Custody Agreement (the "UNRESOLVED CLAIMS AMOUNT") plus (z) the Tax Indemnity Amount.
(b) On the fifth anniversary of the Closing Date (the "FINAL DISTRIBUTION DATE"), the Custody Agent shall pay to the Representative on behalf of the Unit Holders, pursuant to the Custody Agreement, the remaining balance of the Indemnification Escrow Fund; provided, that in the event of any unresolved claims for indemnification by the Purchaser pursuant to Section 11.2(a) and Article XII hereof pursuant to which the Purchaser has duly notified the Representative and the Custody Agent pursuant to the Custody Agreement, the amount to be so paid shall be reduced by the Unresolved Claims Amount, and the payment by the Custody Agent of amounts in the Indemnification Escrow Fund allocable to any such unresolved claim shall be paid upon the resolution of such unresolved claim in accordance with the Custody Agreement; provided, further, that if AGA LLC does not then have a net worth (determined in a manner consistent with past practice by AGA LLC) of at least $2,500,000 as certified to the Purchaser by a duly authorized representative of AGA LLC as of the Final Distribution Date, then, in such case, an amount (in addition to the Unresolved Claims Amount, if any) equal to $6,500,000 (the "AGA Amount") shall remain in the Indemnification Escrow Fund until the earlier of (x) such date on which a ...
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 Company Stockholders provided for in Section 8 above, the Indemnification Escrow Shares shall be registered in the name of the Company Stockholders, and deposited (with an executed assignment in blank) with Norwest Bank, N.A., as Escrow Agent such deposit to constitute an escrow fund (the "Indemnification 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 Indemnification Escrow Fund shall be borne by the Buyer. Upon compliance with the terms hereof, the Buyer shall be entitled to obtain indemnity first from the Indemnification Escrow Fund for all Adverse Consequences covered by the indemnity provided for in Section 8 above. If the Indemnification 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 Company Stockholders personally. The form of the Escrow Agreement is attached hereto as Exhibit G.
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. Promptly after the Effective Time, Parent shall deposit with the Indemnification Escrow Agent the Indemnification Escrow Amount out of Merger Consideration otherwise deliverable to the Escrow Participants pursuant to Section 1.6 hereof and shall confirm such deposit in writing with the Indemnification Escrow Agent, which notice shall confirm the Closing Date. Such deposit of the Indemnification Escrow Amount shall constitute an escrow fund (the “Indemnification Escrow Fund”) to be governed solely by the terms set forth herein. The cash comprising the Indemnification Escrow Fund shall be deposited by Parent with respect to each Escrow Participant without any act by them, in accordance with their respective Pro Rata Portions of the Indemnification Escrow Amount. The Indemnification Escrow Fund shall be partial security for the indemnity obligations provided for in Section 7.2 hereof. The Indemnification Escrow Fund 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 VII. On or before the Closing Date the Company shall provide Parent with the maximum potential amounts payable to the Escrow Participants from the Indemnification Escrow Fund. The Indemnification 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. Interests in the Indemnification Escrow Fund shall be non-transferable.
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. To provide a fund against which a Purchaser Indemnitee may assert claims of indemnification under this Article X (each a “Purchaser Indemnification Claim”), the Indemnification Escrow Amount shall be deposited into escrow pursuant to the Escrow Agreement in accordance with Section 2.2(b). The Indemnification Escrow Fund shall be held and distributed in accordance with this Article X and the Escrow Agreement. Each Purchaser Indemnification Claim shall be made only in accordance with this Article X and the Escrow Agreement. A Purchaser Indemnitee shall seek monetary recourse for Purchaser Indemnification Claims solely as set forth in Section 10.3(h).
Indemnification Escrow Fund. Sellers agree to indemnify and hold ---------------------------- Buyer and its affiliates, directors, officers, employees and representatives ("Buyer Indemnified Parties") harmless from and against all liability, loss, damage, claim or injury, including reasonable attorneys fees and costs ("Damages") suffered or incurred by Buyer Indemnified Parties, except consequential or indirect damages in excess of $1,000,000, arising from (i) any claim for any debt, obligation or liability which is not specifically and expressly assumed by the Buyer pursuant to this Agreement, including, but not limited to, any liability arising from or in connection with purported amendments to that certain distribution agreement, dated April 22, 1999, between ATH and Enterprise Asset Management Solutions Ltd. (the "EAMS Distribution Agreement"); (ii) any misrepresentation, breach or violation of any covenant, agreement, representation or warranty of Sellers contained in this Agreement and/or any other of the Transaction Documents, or from any misrepresentation in or omission from any certificate or instrument furnished or to be furnished by Sellers hereunder; and (iii) any suit, action, proceeding, claim or investigation, pending or threatened, against or affecting the Assets, including, but not limited to, any such action related to the EAMS Distribution Agreement, regardless of whether such is disclosed in a disclosure schedule hereto, that arose in any manner prior to the Closing Date, all of the above herein collectively referred to as the "Sellers Obligations." The Escrow Fund shall be utilized to fund indemnification payments to Buyer pursuant to this Article.