Indemnification Escrow. (a) On the Closing Date, Seller shall deposit in escrow with ____________, acting as the indemnification escrow agent on the parties' behalf ("Indemnification Escrow Agent"), a deposit in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) ("Indemnification Escrow") by bank wire transfer of immediately available funds, to be held in escrow for a period of twelve (12) months from the Closing Date in accordance with the terms and conditions of the Indemnification Escrow Agreement entered into between Seller, Purchaser and Indemnification Escrow Agent in the form of Exhibit K hereto. (b) The Indemnification Escrow Agent shall retain the Indemnification Escrow in accordance with the terms of the Indemnification Escrow Agreement as security for Seller's obligation to indemnify Purchaser as provided in Section 14 hereof. It is expressly understood that the amount of the Indemnification Escrow is not a limit upon Seller's liability for any breach of this Agreement or its indemnity obligations hereunder, provided, however, Seller's liability for any breach of this Agreement shall not exceed the Purchase Price.
Appears in 2 contracts
Samples: Agreement of Sale (Cumulus Media Inc), Agreement of Sale (Cumulus Media Inc)
Indemnification Escrow. (a) On the Closing Date, Seller shall deposit in escrow with ____________, acting as the indemnification escrow agent on the parties' behalf ("Indemnification Escrow Agent"), a deposit in the amount of Fifty Two Hundred Thousand and No/100 Dollars ($50,000.00200,000.00) ("Indemnification Escrow") by bank wire transfer of immediately available funds, to be held in escrow for a period of twelve (12) months from the Closing Date in accordance with the terms and conditions of the Indemnification Escrow Agreement entered into between Seller, Purchaser and Indemnification Escrow Agent in the form of Exhibit K M hereto.
(b) The Indemnification Escrow Agent shall retain the Indemnification Escrow in accordance with the terms of the Indemnification Escrow Agreement as security for Seller's obligation to indemnify Purchaser as provided in Section 14 hereof. It is expressly understood that the amount of the Indemnification Escrow is not a limit upon Seller's liability for any breach of this Agreement or its indemnity obligations hereunder, provided, however, Seller's liability for any breach of this Agreement shall not exceed the Purchase Price.
Appears in 2 contracts
Samples: Agreement of Sale (Cumulus Media Inc), Agreement of Sale (Cumulus Media Inc)