Indemnity and Escrow. On the Closing Date, Purchaser shall withhold 290,000 of the shares of Purchaser Common Stock (the "Indemnity Shares") required to be issued to the Selling Shareholders pursuant to Section 1.1(a) from each Selling Shareholder in the amounts set forth on Schedule 1 attached hereto. The Indemnity Shares shall be delivered to City National Bank (the "Escrow Agent") as collateral for the Company's and the Selling Shareholder's indemnification obligations set forth in Section 4. The Indemnity Shares will be represented by certificates issued in the names of the Selling Shareholders according to their respective pro rata percentage of the Indemnity Shares, and shall be held in escrow by the Escrow Agent to be applied in satisfaction of any claims made on or before the date that is thirty (30) days after the receipt by Purchaser of its final audited consolidated financial statements for the fiscal year ended June 30, 1998. The administration of the Indemnity Shares by the Escrow Agent shall be conducted pursuant to the terms of an escrow agreement in the form of Exhibit B attached hereto among Purchaser, the Selling Shareholders and the Escrow Agent.
Indemnity and Escrow. (a) The shareholders of Company and the Company Option Holders shall indemnify, defend, and hold Parent and Parent Bank harmless, to the maximum extent of (but limited to) the Escrow Fund (as defined in subsection (b) below), from and against all losses (including, without limitation, any reduction in the book value or principal and interest owing and any interest not recognized due to non-accrual status), liabilities, costs, expenses, judgments, assessments, penalties, damages, deficiencies, suits, actions, claims, proceedings, demands, and causes of action, including but not limited to reasonable attorney fees, court costs, and related expenses (collectively, “Damages”), that were caused by, arose as a result of, or arose in connection with that certain Loan Participation Agreement dated as of January 3, 2006, by and between First Bank, a Missouri corporation, and Company Bank (“Participation Agreement”), including, without limitation, any and all matters arising from, relating to or in connection with the Loan (as defined in the Participation Agreement), any and all actions or omissions in connection with the Participation Agreement or the Loan, and the Complaint entitled Regent Hotel, LLC v. First Bank et al. filed in Superior Court of California, Sacramento, Case Number 00-0000-00000000 (“Regent Litigation”).
(b) Upon Closing, the parties will forthwith enter into an escrow (“Escrow”) on substantially the same terms as contained in the Escrow Agreement attached hereto as Exhibit G (“Escrow Agreement”) to carry out the terms of this Agreement, and an escrow fund (the “Escrow Fund”) will be created consisting of cash (and, if necessary, Parent Common Stock) in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (“Initial Escrow Fund Amount”) by Parent’s deposit of said amount into Escrow with a mutually acceptable escrow agent (“Escrow Agent”) from the Total Cash Consideration (and, if necessary, from the Total Stock Consideration). The responsibility for funding the Initial Escrow Fund Amount shall be allocated between the shareholders of Company and Company Option Holders as follows: (i) the shareholders of Company who do not exercise dissenters’ rights in connection with the Merger shall be responsible for an amount determined by multiplying $3,500,000 by a fraction, the numerator of which shall equal (A) the total number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time minus (B) the ...
Indemnity and Escrow. 31 Section 10.1 INDEMNIFICATION...............................................31 --------------- Section 10.2 ESCROW OF SHARES..............................................32 ---------------- Section 10.3 REMEDIES......................................................33 -------- Section 10.4 TERM OF ESCROW................................................33 -------------- Section 10.5 ARI SHAREHOLDERS' REPRESENTATIVES.............................34 --------------------------------- Section 10.6 MECHANICS OF MAKING CLAIMS....................................34 -------------------------- Section 10.7 ESCROW AGENT'S DUTIES.........................................35 ---------------------
Indemnity and Escrow. 2 1.4 Closing............................................................................ 2
Indemnity and Escrow. 6.1 In Section 8 of the Agreement (excluding subsections 1 through 4 of Section 8.1), the term “Managers” is hereby deleted and replaced in each instance with the term “Grantors.”
6.2 Section 8.1(4) of the Agreement is hereby deleted in its entirety and replaced with the following: “any Taxes reassessment incurred by the Companies based on any facts or events having arisen on or prior to the Transfer of the Option Shares, regardless of whether such facts or events were disclosed on the Disclosure Schedule or in the Due Diligence Disclosure, but excluding any such reassessment resulting from the adjustment of the purchase price for Conceptus Products specified in the Distribution Agreement Amendment;”
6.3 A new Section 8.7 is added to the Agreement which reads as follows: Promptly after the Transfer of the Option Shares Date the Beneficiary shall deposit 11% of the Option Purchase Price (in lieu of payment of such amount to the Grantors) with an escrow agent located in the United States (provided that the agent is an office of a French bank located in the United States) selected by the Beneficiary and reasonably acceptable to the Managers (the “Escrow Agent”), such deposit, together with any interest that may be earned thereon, shall constitute the escrow funds (the “Escrow Funds”). The Escrow Funds shall be held by the Escrow Agent and be available until the first anniversary of the Transfer of the Option Shares Date (the “Escrow Period”) to compensate the Indemnified Parties for indemnifiable Losses arising from Claims submitted by the Beneficiary pursuant to this Article 8. During the period between the Notice of Interest and the Transfer of the Option Shares Date, the Beneficiary and the Grantors shall enter into and agreement with the Escrow Agent (the “Escrow Agreement”) containing terms that address: (i) procedures for the release of Escrow Funds to the Indemnified Parties in response to Claims, including a provision, consistent with Section 8.3, that the Escrow Agent shall pay any Losses specified in a Claim in the absence of a written objection by the Managers within 30 days after their receipt of the applicable Claim Notice; (ii) the handling and investment of the Escrow Funds during the Escrow Period; (iii) the disbursement of the remaining Escrow Funds to the Grantors at the end of the Escrow Period (subject to any pending Claims); and (iv) other reasonable and customary terms for such escrow agreements. During the Escrow Period, the Beneficiary...
Indemnity and Escrow. 34 SECTION 5.15 ADDITI0NAL DOCUMENTS AND FURTHER ASSURANCES ................................... 34
Indemnity and Escrow. 4 1.5 Adjustment for Reclassifications, Splits, etc......................... 4 1.6 Closing............................................................... 5 Section 2. Representations and Warranties of the Company And Selling Shareholders..........................................................
Indemnity and Escrow. 2 1.4 Closing....................................................2 SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING SHAREHOLDERS.........................................3 2.1 Due Organization; Subsidiaries; Etc........................3 2.2 Certificate of Incorporation and Bylaws; Records...........4 2.3 Capitalization, Etc........................................4 2.4
Indemnity and Escrow. 2 (a) Escrow . . . . . . . . . . . . . . . . . . . . . . . .2 (b) Indemnification of Parent by Sellers . . . . . . . . .2 (c) Limitations. . . . . . . . . . . . . . . . . . . . . .2 (d) Indemnification Procedures . . . . . . . . . . . . . .3 (e)
Indemnity and Escrow. 3 1.7 ADJUSTMENT FOR RECLASSIFICATIONS, SPLITS, ETC.. . . . . . . . . . . . .4 1.8 CLOSING.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 2.1 DUE ORGANIZATION; NO SUBSIDIARIES; ETC. . . . . . . . . . . . . . . . .5 2.2 CERTIFICATE OF INCORPORATION AND BYLAWS; RECORDS. . . . . . . . . . . .6 2.3 CAPITALIZATION, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . .6 2.4
