Indemnity Escrow Account. The Indemnity Escrow Amount shall be maintained in the escrow account until the first year anniversary of the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII for indemnification under this Section 8.2 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.2 and Article IX and the Indemnity Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to Axys the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, DPII shall have asserted a claim for indemnity in accordance with this Section 8.2 and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) equal to the value of the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement and the Indemnity Escrow Agreement. After the Indemnity Escrow Amount is exhausted or the Indemnity Escrow Agreement is terminated, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission
Indemnity Escrow Account. On the first Business Day following the twelve (12) month anniversary of the Closing Date (the “Escrow Termination Date”), Purchaser and LLC Seller shall promptly deliver joint written instructions to the Escrow Agent as is necessary to cause the remaining funds on deposit in the Indemnity Escrow Account, minus the aggregate amount of any unsatisfied claims for Damages of the Purchaser Indemnified Parties properly made on or prior to 11:59 p.m. Eastern Time on the Escrow Termination Date in accordance with the terms of this Section 9 (the “Pending Claim Reserve”), to be released to the LLC Seller. The Pending Claim Reserve shall remain in the Indemnity Escrow Account until the resolution of the applicable claim or claims to which such reserve relates. To the extent such pending claim or claims are resolved in favor of the Purchaser, the Pending Claim Reserve shall be paid to Purchaser pursuant to joint written instructions to the Escrow Agent or in accordance with a final, non-appealable order from a court of competent jurisdiction or arbitration award delivered to the Escrow Agent, as applicable, with any amount remaining in the Indemnity Escrow Account after such payment to be released to the LLC Seller.
Indemnity Escrow Account. The Indemnity Escrow Amount shall be maintained in the escrow account established pursuant to the Escrow Agreement for the purpose of satisfying claims by any member of the Acquiror Group for indemnification under this Article VIII. Upon expiration of the Escrow Period, and subject to the terms of this Agreement and the Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to the Company Stockholders the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, Acquiror or any member of the Acquiror Group shall have asserted a claim for indemnity in accordance with this Article VIII and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow an amount of cash equal to the value of the asserted claim until such matter is resolved.
Indemnity Escrow Account. At the Closing, the Shareholder Representative shall deposit, or shall cause to be deposited, into an account designated by the Escrow Agent prior to the Closing Date and in the Escrow Agreement (the “Indemnity Escrow Account”), the Parent Stock Certificates representing the Transaction Shares, along with appropriate blank stock powers with respect to the Transaction Shares. The Transaction Shares shall be (i) held and disbursed by the Escrow Agent in the Indemnity Escrow Account solely for the purpose of and in accordance with the terms of this Agreement and the Escrow Agreement and (ii) held as a trust fund and shall not be subject to any Lien, attachment, trustee process or other judicial process of any creditor of any Person. The Indemnity Escrow Account shall be used to satisfy, to the extent sufficient, the claims of the Parent Indemnified Parties for indemnification pursuant to Article X, and the Parties agree to instruct the Escrow Agent, in the Escrow Agreement, to disburse the Transaction Shares in the Indemnity Escrow Account and any funds earned thereon in accordance with this Agreement, specifically Section 2.06 and Article X. In the event of a conflict between the Escrow Agreement and this Agreement, the terms of this Agreement shall govern.
Indemnity Escrow Account. The payment owed by the Purchaser under this Agreement in respect of the portion of the Initial Purchase Price designated to be made to the “Indemnity Escrow Account” in connection with the Closing shall be made, and shall have discharging effect only if made, into the bank account as notified by the Escrow Agent to the Purchaser and the Seller at least five (5) Business Days prior to the date on which such payment falls due (the relevant bank account, the “Indemnity Escrow Account”).
Indemnity Escrow Account. The Indemnity Escrow Amount shall be maintained in the escrow account established pursuant to the Escrow Agreement until the date which is twelve (12) months following the Closing Date (the "Escrow Period") for the purpose of satisfying claims by Parent and/or any member of the Parent Group and/or Acquisition Co. for indemnification under this Article VIII. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.3 and the Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to the Company Stockholders the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, Parent and/or any member of the Parent Group and/or Acquisition Co. shall have asserted a claim for indemnity in accordance with this Article VIII and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow an amount of cash equal to the value of the asserted claim until such matter is resolved.
Indemnity Escrow Account. Without derogation to the rights of any Indemnified Parties pursuant to the Policy, any indemnification of a Parent Indemnified Party for any and all Damages pursuant to Section 9.01 shall be paid solely and exclusively by release of remaining funds (if any) to such Parent Indemnified Party from the Indemnity Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement.
Indemnity Escrow Account. Absent fraud, all claims (other than a Certificate Claim) for Losses made by any Purchaser Indemnitee pursuant to this Agreement shall be satisfied solely out of the funds available in the Indemnity Escrow Account, subject to the terms and conditions of this Agreement and the Escrow Agreement. For the avoidance of doubt, absent fraud, no claims for Losses pursuant to this Agreement shall be made directly against the Seller, except as provided in Section 7.4(c) or Section 8.2(b).
Indemnity Escrow Account. On the Closing Date, an amount equal to the Cap (the “Indemnity Escrow Amount”) will be deposited into a segregated indemnity escrow sub-account of the Escrow Account (“Indemnity Escrow Account”) to provide for claims for indemnification by the Buyer Entities and their Other Indemnified Persons (or any of them) pursuant to Article 8.
Indemnity Escrow Account. On the Closing Date, an amount equal to $1,850,000 will be deposited into a segregated indemnity escrow sub-account of the Escrow Fund (“Indemnity Escrow Account” and, together with all interest and earnings thereon, the “Indemnity Escrow Fund”) to provide for any and all claims for indemnification by the Parent Indemnified Parties (or any of them) pursuant to Article VIII and, at Parent’s election, for amounts payable under Section 1.10.
