Indemnity Escrow Clause Samples
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Indemnity Escrow. (a) In the event Closing occurs, the Deposit and the Closing Holdback shall be maintained in the General Escrow Account in order to provide security for Seller’s indemnification obligations under this Article 11 and Seller’s special warranty granted in the Assignment, Deed and ▇▇▇▇ of Sale (the “Indemnity Escrow”). The Indemnity Escrow shall be held by Escrow Agent and disbursed by Escrow Agent after the Closing in accordance with this Section 11.7 and the General Escrow Agreement.
(b) With respect to each claim for indemnification asserted by Purchaser against Seller pursuant to this Article 11 or special warranty claim asserted by Purchaser pursuant to the Assignment, Deed and ▇▇▇▇ of Sale and Section 3.1(c) during the period from and after the Closing Date up to the date that is twelve (12) months following the Closing Date (the “Indemnity Escrow Termination Date”), upon final resolution or determination of such an indemnity or special warranty claim by the Parties or in accordance with Section 11.4, as applicable, Purchaser and Seller shall jointly instruct Escrow Agent to disburse to Purchaser the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the General Escrow Account as would satisfy such finally resolved or determined indemnity or special warranty claim.
(c) Promptly after the six (6) month anniversary of the Closing Date (but in no event more than three (3) Business Days thereafter) (the “Initial Indemnity Holdback Release Time”), Purchaser and Seller shall jointly instruct Escrow Agent to disburse to Seller fifty percent (50%) of the value of the Indemnity Escrow as of the Initial Indemnity Holdback Release Time, less the aggregate amount of Damages in respect of any claims for indemnification in any Claim Notice delivered prior to the Initial Indemnity Holdback Release Time. If such amount is a negative number, then no release will be made from the Indemnity Escrow as of the Initial Indemnity Holdback Release Time.
(d) On the Indemnity Escrow Termination Date, Seller shall be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be distributed to Seller pursuant to the terms of the General Escrow Agreement (and Purchaser and Seller shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing). If there are remaining amounts due by Seller to Purchaser pursuant to the indemnity obligations under this Article 11 ...
Indemnity Escrow. The Company shall, on the Closing Date, deposit into an escrow account, for the benefit of the Representative, with an escrow agent in the United States selected by the Representative, an amount equal to one hundred thousand dollars ($100,000) from the Offering proceeds to be released to the Underwriter Indemnified Parties in connection with the payments of Company’s indemnification obligations pursuant to this Section 5. The escrow account will remain in place for a period of twelve (12) months from the date of this Agreement. The Escrow Agreement shall be substantially in the form of Exhibit C, attached hereto, or as otherwise agreed by the Representative.
Indemnity Escrow. At the Closing, as provided in Section 1.4, Buyer shall deliver the Escrow Amount to be retained in escrow with the ▇▇▇▇▇ Fargo, National Association (the “Escrow Agent”) pursuant to the terms of that certain escrow agreement in the form of Exhibit H attached hereto (the “Indemnity Escrow Agreement”). At Closing, Buyer and Schurz shall execute and deliver the Indemnity Escrow Agreement and use commercially reasonable efforts to cause the Escrow Agent to execute and deliver the Indemnity Escrow Agreement. The Escrow Amount plus any interest or earnings thereon (the “Indemnity Escrow”) shall be a source of funds used to satisfy any amounts owed by any Seller to Buyer or the Buyer Indemnified Parties pursuant to Section 9.2 in accordance with the terms of this Agreement and the Indemnity Escrow Agreement. On the date after the expiration of the Survival Period, the remaining Unclaimed Escrow Amount shall be released to Schurz. Any amount remaining as Indemnity Escrow shall thereafter be released in accordance with the Indemnity Escrow Agreement.
Indemnity Escrow. (i) Within three (3) Business Days following the Survival Date (such payment date, the “Release Date”) the Surviving Entity and the Stockholders shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse to the Stockholders in accordance with the Escrow agreement that portion of the Indemnity Escrow Amount, if any, equal to (x) the aggregate remaining amount of the Indemnity Escrow Amount, less (y) the sum of the aggregate amount of Losses specified in any then unresolved indemnification Claims made by the Surviving Entity pursuant to Section 7.10 on or prior to the Survival Date for such Claims (such Claim amounts under clause (y), “Pending Claims,” and such amount that is retained in the Escrow Amount in respect of the Pending Claims, the “Reserve Amount”). Within three (3) Business Days after resolution of any Pending Claim, the Surviving Entity and the Stockholders shall deliver joint written instructions to the Escrow Agent directing the remaining portion of the Reserve Amount (if any) related to such Pending Claim be released pursuant to such joint written instructions and the terms of the Escrow Agreement. If the Indemnity Escrow Amount is not sufficient to pay the entire amount of any Claim under Section 7.10, the Surviving Entity Indemnified Parties shall have all other rights and remedies available to them under this Section 7.10 as applicable to such Claim.
Indemnity Escrow. At Closing, Purchaser will deposit by wire transfer of immediately available funds an amount equal to four percent (4%) of the Purchase Price (the "ESCROWED AMOUNT") with ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association (the "ESCROW AGENT"), to be held, invested and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement substantially in the form of EXHIBIT C attached hereto (the "ESCROW AGREEMENT").
Indemnity Escrow. 36 9.7. Determination of Indemnification Amounts and Related Matters....
Indemnity Escrow. If Buyer has exercised its right to withhold from payment of the amounts set forth in Section 3.1(b) or 3.1(c) of the Asset Purchase Agreement pursuant to Section 11.9(b) thereof, Buyer shall deposit the amount so withheld into a separate interest bearing escrow account until the Escrow Agent receives a joint written notice from Buyer and HLC Inc., court order or arbitral award instructing the Escrow Agent as to the disposition of such withheld amount.
Indemnity Escrow. [___]**.
Indemnity Escrow. The Indemnity Escrow shall serve as the non-exclusive source of security for the Seller Parties’ indemnification obligations pursuant to Section 8.2. Within five Business Days following the 18-month anniversary of the Closing Date (the “Expiration Date”), Buyer and Seller shall direct the Escrow Agent to deliver to Seller an amount equal to the Indemnity Escrow less the aggregate dollar amount of claims for Losses made by any Indemnified Party pursuant to Section 8.2 (the “Aggregate Outstanding Claims”) that are then outstanding and unresolved (such amount of the retained Indemnity Escrow, as it may be further reduced after the Expiration Date by distributions to Seller as set forth below and recoveries by an Indemnified Party, the “Retained Amount”). In the event and to the extent that after the Expiration Date any outstanding claim made by any Indemnified Party pursuant to Section 8.2 for a Loss is resolved for any amount less than what was retained for such claim at the Expiration Date, then Buyer and Seller shall direct the Escrow Agent to deliver to Seller an aggregate amount of the Retained Amount equal to such difference; provided, however, that such distribution shall only be made to the extent that the Retained Amount remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such time.
Indemnity Escrow. Any payment the Company is obligated to make to any Buyer Indemnified Party pursuant to Section 11.2 shall be paid solely from the Indemnity Escrow Fund in accordance with the Escrow Agreement. Upon termination of the Survival Period, the Escrow Agent shall release all of (i) the then existing amount of the Indemnity Escrow Fund to each Member that held issued and outstanding Membership Interests as of immediately prior to the Effective Time in accordance with such Member's Fully Diluted Percentage Interests, less (ii) the amount of claims for indemnification under Section 11.2 asserted by the Buyer prior to the termination of the Survival Period but not yet resolved ("UNRESOLVED CLAIMS"), and any unreleased amount shall be retained by the Escrow Agent. The Indemnity Escrow Fund retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Buyer for any such claims resolved in favor of Buyer) to each Member that held issued and outstanding Membership Interests as of immediately prior to the Effective Time in accordance with such Member's Fully Diluted Percentage Interests upon their resolution in accordance with Sections 11.1 through 11.8.