Indemnification Escrow Fund Clause Samples
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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) WSI shall indemnify, defend and hold Buyer and Buyer's affiliates, directors, officers, employees and representatives, jointly and severally (collectively, "Buyer Indemnified Parties"), harmless from and against any and all claims, demands, losses, obligations, liabilities (including reasonable attorneys' fees and costs), 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 arising from the WSI Assets prior to the Closing Date, (ii) any misrepresentation, breach or violation of any covenant, agreement, representation or warranty of WSI 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 WSI hereunder; and (iii) any suit, action, proceeding, claim or investigation, pending or threatened, against or affecting the WSI Assets, that arose in any manner prior to the Closing Date, all of the above herein collectively referred to as the "WSI Obligations." Notwithstanding the foregoing limitation on WSI Obligations to those that arise in any manner prior to the Closing Date, in the event that WSI has not transferred possession of any WSI Asset to the Buyer as of the Closing Date or in the event that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ have acted on behalf of WSI subsequent to the Closing Date, the WSI Obligations shall include the period from the Closing Date until the date upon which the Buyer possesses such WSI Asset or such activities on behalf of WSI cease, subject to all other terms and conditions as set forth in this Article VI. The Escrow Fund shall be utilized to fund indemnification payments to Buyer pursuant to this Article as set forth in Section 6.05 of this Agreement.
(b) ATH shall indemnify, defend and hold Buyer Indemnified Parties harmless from and against any and all claims, demands, losses, obligations, liabilities (including reasonable attorneys' fees and costs), 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 regarding any of the Assets arising in any manner prior to the Closing Date, including, but not limited to, any liability arising from or in connection with purported amend...
Indemnification Escrow Fund. From and after the Effective Time, for the period set forth in Section 7.5 and subject to the terms thereof, Parent will have the right to recover (on behalf of itself or any other Indemnified Person) Losses from the Indemnification Escrow Fund in accordance with this Article 7 and the Escrow 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.
Indemnification Escrow Fund. Subject to the terms and conditions of the Escrow Agreement, the Indemnification Escrow Fund shall be available to any party entitled to indemnification pursuant to Section 6.1 (a “Parent Indemnified Party”) to satisfy any indemnification obligations of the Seller under this Agreement. The rights of any Parent Indemnified Party with respect to the Indemnification Escrow Fund under this Agreement and the Escrow Agreement shall be in addition to and not in limitation of any other rights and remedies to which such Parent Indemnified Party is or may be entitled under this Agreement or any of the Ancillary Agreements, or at law or in equity, including injunctive relief.
Indemnification Escrow Fund. The Buyer agrees that any and all amounts payable as a result of any claim by a Buyer Indemnified Person for indemnification pursuant to Section 8.01(a) (other than in respect of the Tax Representations and Tax Matters, which recourse thereto shall exclusively be made against the Tax Escrow Fund) shall be paid solely out of the Indemnification Escrow Fund (other than in respect of claims with respect to breaches of, or inaccuracies in, the Fundamental Representations and claims with respect to breaches or violations of any covenant or agreement) and, in any case, shall be paid, in the first instance, out of the Indemnification Escrow Fund to the extent thereof. If the Indemnification Escrow Fund is not sufficient to pay the Buyer Indemnified Parties for any indemnification claim with respect to breaches of, or inaccuracies in, the Fundamental Representations or any claim with respect to breaches or violations of any covenant or agreement, then subject to the limitations in this Article VIII (including the limitations in Section 8.01(b)(ii)), each Seller shall be liable for its Pro Rata Portion (or severally and solely as to itself as the case may be) of any Losses in respect of such claims and the Buyer may pursue such claim directly against the Sellers, as applicable.