Indemnification Escrow; Reserve Sample Clauses

Indemnification Escrow; Reserve. (a) On the Closing Date, Parent shall cause to be deposited with the Escrow Agent (i) by wire transfer of immediately available funds an amount equal to [***] (the “Escrow Cash”) and (ii) a certificate evidencing the Escrow Shares (collectively, the “Escrow Fund”), which shall be withheld from the Per Share Merger Consideration payable pursuant to Section 2.1(a) as set forth on the Spreadsheet as partial security for the indemnification obligations of the Indemnifying Securityholders pursuant to Article IX of this Agreement and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement. The fees and expenses of the Escrow Agent under the Escrow Agreement shall be borne by Parent. Within [***] after the Escrow Release Date, Parent shall instruct the Escrow Agent to release the Escrow Release Amount, if any, from the escrow and distribute it to the Indemnifying Securityholders in accordance with Section 9.6(e)(iii) and the Escrow Agreement. Within [***] after final resolution of all Unresolved Claims, Parent shall instruct the Escrow Agent to release the Remaining Retained Amount, if any, from the escrow and distribute it to the Indemnifying Securityholders in accordance with Section 9.6(e)(iii) and the Escrow Agreement. (b) On the Closing Date, Parent shall cause to be deposited with the Securityholders’ Representative by wire transfer of immediately available funds an amount equal to $500,000 (the “Reserve”), which shall be withheld from the Merger Consideration as set forth on the Spreadsheet and used to fund potential expenses of the Securityholders’ Representative in carrying out its authorized duties as set forth in Section 9.8. The Securityholders’ Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Reserve other than as a result of its gross negligence or willful misconduct. The Securityholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Reserve, and has no tax reporting or income distribution obligations hereunder. As soon as reasonably determined by the Securityholders’ Representative that the Reserve is no longer required to be withheld, the Securityholders’ Representative shall distribute the remaining Reserve (if any) to the Escrow Agent for further distribution to the Indemnifying Securityholders in accordance with their Pro ...