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. (a) At the Closing, the Buyer shall deposit $2,000,000 (which may be in the form of an irrevocable, direct pay letter of credit or similar bank guarantee (the "Indemnity Letter of Credit"), in either case in form reasonably acceptable to the Buyer from a financial institution reasonably acceptable to the Buyer issued to the Escrow Agent on behalf of the Seller) into an escrow account with an escrow agent mutually acceptable to the Buyer and the Seller (the "Indemnity Escrow Account"). Such amount or instrument shall be held in and paid out of the Indemnity Escrow Account in accordance with the terms hereof and the terms of an Indemnity Escrow Agreement to be entered into among the Buyer, the Seller and the escrow agent (the "Escrow Agent"), in form and substance mutually agreeable among such parties (the "Indemnity Escrow Agreement").
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 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. 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. On the first Business Day following the twelve (12) month anniversary of the Closing Date (the “Escrow Termination Date”), Purchaser and Sellers’ Representative 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 Sellers in accordance with their Ownership Percentages. 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 Sellers, in accordance with their Ownership Percentages.
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Indemnity Escrow Account. (a) From time to time on or before January 31, 2009 (the “Escrow Period”), Parent may, on behalf of itself or any Indemnified Party, give written notice (a “Notice”) to Pace and the Escrow Agent of any claim it has for Damages under Section 10.2 of the Merger Agreement (an “Indemnity Claim”). Each Notice shall (x) specify in reasonable detail and in good faith the nature of the Indemnity Claim underlying the specific provision of the Merger Agreement and (y) specify the dollar amount of the Indemnity Claim and the amount of such Indemnity Claim that exceeds the minimum amounts set forth in Section 10.3(c) of the Merger Agreement.
Indemnity Escrow Account. In the event of a claim by a Purchaser Indemnified Party pursuant to Section 9.2(a) or Section 9.2(b), such Purchaser Indemnified Party shall seek payment first from the Indemnity Escrow Account in accordance with the Indemnity Escrow Agreement, provided, however, if any claim by a Purchaser Indemnified Party is made pursuant to Section 9.2(a) or Section 9.2(b) and sufficient amounts do not remain in the Indemnity Escrow Account to satisfy such claim, then subject to the other applicable limitations set forth in this Article IX (including the Cap limitation), such Purchaser Indemnified Party shall be entitled to seek recourse directly from the Sellers for the amount of Losses arising from such claim that are in excess of the amounts remaining in the Indemnity Escrow Account.
