Indemnification Payments; Escrow Release Clause Samples
The "Indemnification Payments; Escrow Release" clause outlines the procedures for making payments to cover losses or damages (indemnification) and the conditions under which funds held in escrow are released. Typically, this clause specifies how claims for indemnification are submitted, reviewed, and paid, and details the timeline and requirements for releasing escrowed funds once certain obligations or time periods have been satisfied. Its core function is to ensure that parties have a clear, agreed-upon process for resolving indemnity claims and managing escrowed funds, thereby reducing disputes and providing financial security during the indemnification period.
Indemnification Payments; Escrow Release. (a) Within three (3) Business Days after the final determination of any amounts owing under Section 9.2, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to distribute to the Buyer any such amounts due and owing under Section 9.2, up to the amount then-remaining in the Indemnity Escrow Fund. Any amounts owing under Section 9.3 shall be paid by the Buyer to the Seller Representative, as directed by the Seller Representative, by wire transfer of immediately available funds within three (3) Business Days after the final determination thereof.
(b) On the Escrow Expiration Date, the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to distribute to, or as directed by, the Seller Representative, for the benefit of the Sellers such amount, if any, then-remaining in the Indemnity Escrow Fund less an amount equal to the aggregate dollar amount of claims for Losses made by the Buyer Indemnified Parties in good faith through the Escrow Expiration Date pursuant to this Article IX that are then outstanding and unresolved (such amount of the retained Indemnity Escrow Amount, as it may be further reduced after the Escrow Expiration Date by distributions to, or for the benefit of, the Sellers as set forth below and recoveries by a Buyer Indemnified Party pursuant to this Article IX, the “Retained Indemnity Escrow Amount”).
(c) If and to the extent that after the Escrow Expiration Date, any claim for Losses is resolved for any amount less than the portion of the Indemnity Escrow Fund preserved in respect of such claim on the Escrow Expiration Date, then the Buyer and the Seller Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to distribute to, or as directed by, the Seller Representative, for the benefit of the Sellers, an aggregate amount of the Retained Indemnity Escrow Amount equal to such difference; provided that such distribution shall only be made to the extent that the Retained Indemnity Escrow Amount remaining after such distribution would be sufficient to cover the aggregate amount of all unresolved claims for Losses timely made by the Buyer Indemnified Parties in good faith in accordance with Section 9.4. If and to the extent that, after the Escrow Expiration Date, any outstanding claim timely made by any Buyer Indemnified Party in good faith in acco...