Common use of Indemnification Escrow Clause in Contracts

Indemnification Escrow. An amount equal to the sum of the General Escrow Amount and the Equityholder Representative Escrow Amount shall be withheld from the aggregate cash consideration payable to the Equityholders pursuant to Sections 2.03(a) and Section 2.06(a), as applicable, and treated in accordance with this Section 2.07. At the Closing, the Equityholder Representative, Parent and the Escrow Agent shall execute the Escrow Agreement. On the Closing Date, Parent, on behalf of the Equityholders, shall deliver the Escrow Amount to the Escrow Agent in immediately available funds by wire transfer deposit. The Equityholder Representative Escrow Amount delivered to the Escrow Agent shall be deposited in a separate account (the “Equityholder Representative Escrow Account”) to be held in escrow to fund the out-of-pocket costs and expenses of the Equityholder Representative pursuant to the provisions of the Escrow Agreement. The General Escrow Amount plus any interest and other income earned thereon (net of any distributions pursuant to the terms of this Agreement and the Escrow Agreement) being held in escrow from time to time pursuant to the Escrow Agreement (the “General Escrow Fund”) shall be held by the Escrow Agent in a dedicated escrow account (the “General Escrow Account”) as security for the indemnification obligations of the Equityholders provided for in Article 10, pursuant to the terms of the Escrow Agreement and shall be disbursed in accordance with the terms thereof.

Indemnification Escrow. An amount equal to the sum of the General Escrow Amount and the Equityholder Representative Escrow Amount shall be withheld from the aggregate cash consideration payable to the Equityholders pursuant to Sections 2.03(a(a) and Section 2.06(a), as applicable, and treated in accordance with this Section 2.07. At the Closing, the Equityholder Representative, Parent and the Escrow Agent shall execute the Escrow Agreement. On the Closing Date, Parent, on behalf of the Equityholders, Parent shall deliver deposit the Escrow Amount Shares with an escrow agent to be mutually agreed among the Escrow Agent in immediately available funds by wire transfer deposit. The Equityholder Holder Representative Escrow Amount delivered to the Escrow Agent shall be deposited in a separate account and Parent (the “Equityholder Representative Escrow AccountAgent”) to be held in escrow to fund serve as the out-of-pocket costs and expenses sole source of the Equityholder Representative payment of claims for indemnification pursuant to the provisions of the Escrow AgreementArticle 9. The General Escrow Amount plus any interest and other income earned thereon (net of any distributions pursuant to the terms of this Agreement and the Escrow Agreement) being held in escrow from time to time pursuant to the Escrow Agreement (the “General Escrow Fund”) Shares shall be held by the Escrow Agent in a dedicated escrow an account (the “General Indemnity Escrow Account”) as security for in accordance with the indemnification obligations terms of an escrow agreement to be mutually agreed upon by the Equityholders provided for Holder Representative and Parent no more than 60 days after the date of this Agreement (the “Escrow Agreement”). The parties shall negotiate in Article 10, pursuant to good faith the terms of the Escrow Agreement and Agreement. The Escrow Shares shall be disbursed held by the Escrow Agent in accordance with the terms thereofof the Escrow Agreement. (b) The parties agree that the Escrow Agreement shall treat the shares of Parent Common Stock and funds in the Indemnity Escrow Account, including any dividends earned on such shares and funds, as owned by the Escrow Participating Holders, including for purposes of voting rights. Any dividends earned on shares of Parent Common Stock and funds in the Indemnity Escrow Account shall be paid to the Escrow Participating Holders in accordance with the terms of the Escrow Agreement.

Indemnification Escrow. An At the Effective Time, Buyer shall withhold from the Closing Consideration otherwise payable in connection with the Merger an amount of cash equal to the sum Indemnification Escrow Amount. Prior to or simultaneously with the Effective Time, the Equity Holders’ Representative and Buyer shall enter into the Indemnification Escrow Agreement with the Escrow Agent in mutually acceptable form (the “Indemnification Escrow Agreement”). On the Closing Date and prior to the filing of the General Plan of Merger and the Articles of Merger, Buyer shall deposit the Indemnification Escrow Amount in the Indemnification Escrow Account to be managed by the Escrow Agent pursuant to the terms of the Indemnification Escrow Agreement. Distributions of any cash from the Indemnification Escrow Amount shall be governed by the terms and conditions of this Agreement and the Equityholder Representative Indemnification Escrow Agreement (the cash in the Indemnification Escrow Account at any given time, including all accrued interest, being referred to as the “Escrowed Remainder”). The Indemnification Escrow Amount shall be withheld from each Equity Holder based on such Person’s Percentage Ownership. Upon the aggregate cash consideration payable expiration of the Survival Period, the Escrowed Remainder, less any claims pending under Article 8, shall be paid to the Equityholders pursuant to Sections 2.03(a) and Section 2.06(a), as applicable, and treated Equity Holders in accordance with this Section 2.07. At the Closing, the Equityholder Representative, Parent and the Escrow Agent shall execute the Escrow Agreement. On the Closing Date, Parent, on behalf such Equity Holder’s Percentage Ownership of the Equityholders, shall deliver the Escrow Amount to the Escrow Agent in immediately available funds by wire transfer deposit. The Equityholder Representative Escrow Amount delivered to the Escrow Agent shall be deposited in a separate account (the “Equityholder Representative Escrow Account”) to be held in escrow to fund the out-of-pocket costs and expenses of the Equityholder Representative pursuant to the provisions of the Escrow Agreement. The General Escrow Amount plus any interest and other income earned thereon (net of any distributions pursuant to the terms of this Agreement and the Escrow Agreement) being held in escrow from time to time pursuant to the Escrow Agreement (the “General Escrow Fund”) shall be held by the Escrow Agent in a dedicated escrow account (the “General Escrow Account”) as security for the indemnification obligations of the Equityholders provided for in Article 10, pursuant to the terms of the Escrow Agreement and shall be disbursed in accordance with the terms thereofEscrowed Remainder.