Indemnity Escrow Amount. The Indemnity Escrow Amount shall be used to satisfy Damages, if any, for which Buyer Indemnified Parties are entitled to indemnification or reimbursement in accordance with Article XI hereof. For purposes of satisfying any claim under this Agreement, the value of each Parent Share included in the Indemnity Escrow Amount shall be equal to the Closing Date Reference Price. The Escrow Agent shall release the balance of the Indemnity Escrow Amount to the Sellers, as applicable, on the first Business Day which is nine (9) months after the Closing Date (the “Indemnity Escrow Release Date”), provided that if on the Indemnity Escrow Release Date any claim by a Buyer Indemnified Party has been made that could result in Damages and Buyer has notified the Escrow Agent and the Sellers of such in writing, then either (i) there shall be withheld from the distribution to the Sellers such portion of the Indemnity Escrow Amount as is necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Escrow Agreement (and the escrow account shall continue with respect to such withheld amount) and such withheld amount (or the applicable portion thereof) shall either be (A) paid to Buyer or (B) paid to the Sellers, as determined upon final resolution of each such claim in accordance with the terms of the Escrow Agreement and Article XI hereof or (ii) the Sellers shall post a bond in an amount reasonably acceptable to Buyer for such amount necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Escrow Agreement, and upon posting of such bond all of the remaining balance of the Indemnity Escrow Amount shall be released to the Sellers in accordance with the terms of the Escrow Agreement and Article XI hereof. Notwithstanding the forgoing, the Indemnity Escrow Amount shall be available to satisfy any claims made by Buyer pursuant to Section 3.2(g).
Indemnity Escrow Amount. At the Closing, the Buyer shall deposit the Indemnity Escrow Amount by wire transfer of immediately available funds, which will be held by the Indemnity Escrow Agent in accordance with the terms of the Indemnity Escrow Agreement.
Indemnity Escrow Amount. At Closing, Purchaser shall deposit the ----------------------- Indemnity Escrow Amount with the Escrow Agent to be held pursuant to the terms of the Indemnity Escrow Agreement. The Indemnity Escrow Amount shall be taken from the cash consideration to be paid by the Purchaser at Closing and shall be equal to $500,000. The Escrow Agent shall hold the Indemnity Escrow Amount in a separate interest bearing or investment income earning account for the benefit of the parties pending termination and satisfaction of any Indemnity Claims asserted by Purchaser hereunder on or prior to the expiration of the applicable Survival Period.
Indemnity Escrow Amount. The obligations of Seller and Parent in respect of Indemnifiable Losses pursuant to this Section 9 shall be secured by and, to the extent sufficient funds are available therein, paid from, the Indemnity Escrow Amount portion of funds held in the Escrow established pursuant to Section 2.5.
Indemnity Escrow Amount. Purchaser shall deposit, or cause to be deposited, the Indemnity Escrow Amount with the Escrow Agent for deposit in the Indemnity Escrow Fund;
Indemnity Escrow Amount. Deposit with Escrow Agent an amount of cash equal to One Million Three Hundred Fifty Thousand Dollars ($1,350,000) (the “Indemnity Escrow Amount”), to be held by the Escrow Agent in accordance with the Escrow Agreement to secure the performance of Seller’s obligations under this Agreement, including but not limited to indemnification obligations which are notified by Purchaser to Seller within one year from Closing Date. Subject thereto, the balance of the Indemnity Escrow Amount will be released from the escrow upon the expiration of one (1) year from the Closing Date.
Indemnity Escrow Amount. The Indemnity Escrow Amount shall be released by the Escrow Agent from the Indemnity Escrow Account as follows:
Indemnity Escrow Amount. The amount of US$3,000,000 of the Purchase Price (the "Indemnity Escrow Amount") will be delivered at the Closing to the Escrow Agent by Compuware pursuant to the terms of an escrow agreement, the form of which is attached to this Agreement as Exhibit A (the "Indemnity Escrow Agreement").
Indemnity Escrow Amount. Section 1.1 Indemnity Survival Date Section 10.1 Intellectual Property Section 1.1 IRS Section 1.1 Joint Instruction Section 1.1 Law Section 1.1 Legal Proceeding Section 1.1 Liens Section 1.1 Marks Section 1.1
Indemnity Escrow Amount. Subject to the terms and conditions of Section 8.3 below, Purchaser will deposit the Indemnity Escrow Amount with the Escrow Agent in an account designated by the Escrow Agent (the “Escrow Account”) for purposes of (i) satisfying, and to establish a procedure for the satisfaction of, any claims by Purchaser, as applicable, for payment by the Company Securityholders of any post-Closing purchase price adjustment in favor of Purchaser as set forth in Section 1.5, and (ii) satisfying any claims for indemnification by any Indemnified Party in accordance with Article VIII.
