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. Subject to the following sentence, 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.
Indemnity Escrow Amount. (a) Except for any dividend or distribution made in connection with a Recapitalization Event, Sellers shall be entitled to all cash dividends and distributions on account of the Indemnity Escrow Shares.
Indemnity Escrow Amount. (a) The Indemnity Escrow Amount shall be held by the Escrow Agent in order to provide funds for the payment of claims with respect to which any Buyer Indemnified Party is entitled to indemnification pursuant to Article XI. Buyer will have a right to make claims against the Indemnity Escrow Account in accordance with Article XI on behalf of any Buyer Indemnified Party for any and all amounts of Losses with respect to which such Buyer Indemnified Party is entitled to indemnification under Article XI. Any interest earned on the Indemnity Escrow Amount shall be deposited by the Escrow Agent into the Indemnity Escrow Account, but shall not constitute part of the Indemnity Escrow Amount. The amount of interest, reduced by any Taxes (as referred to in the next sentence), brokerage fees and other expenses or losses incurred in connection with the investment of the Indemnity Escrow Amount, shall be paid to the Buyer and the Representative in proportion to the respective payments to them of the Indemnity Escrow Amount. The parties acknowledge that Buyer shall be treated as the owner of the Indemnity Escrow Account and shall be responsible for any Taxes attributable to income earned in respect of the Indemnity Escrow Amount until such Indemnity Escrow Amount is disbursed in accordance with the terms of the Escrow Agreement (with the Buyer being entitled to reimbursement out of such interest for any such Taxes paid).
Indemnity Escrow Amount. (A) As promptly as practicable following the Closing (but in no event later than one Business Day following the Closing), Parent shall transfer, or shall cause the Payment Agent to, transfer, by wire transfer of immediately available funds, the Indemnity Escrow Amount (on behalf of Merger Sub) to the Escrow Agent to hold in escrow as an escrow fund (the “Indemnity Escrow Fund”, and together with the Adjustment Escrow Fund, the “Escrow Funds”) under the terms of this Agreement and the Escrow Agreement for the purpose of obligations of the Company Indemnitors under this Agreement. Upon deposit of the Indemnity Escrow Amount in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Indemnitor its, his or her Pro Rata Portion of the Indemnity Escrow Amount to the Escrow Funds.
Indemnity Escrow Amount. (a) On the date that is 18 months after the Closing Date, an amount equal to the remaining balance of the Indemnity Escrow Amount minus the aggregate amount, if any, which any Buyer Indemnitee has timely and validly made a claim for indemnification under this Article VII or Section 4.12 prior to such date (to the extent such claims for indemnification, if any, remain unresolved) will be released to Sellers, and Buyer will execute the necessary documents instructing the Escrow Agent to make the applicable payment to Sellers (the “Escrow Release Date”).
Indemnity Escrow Amount. (a) The Indemnity Escrow Amount will be used, in part and as applicable, for the satisfaction of indemnification obligations of the Indemnifying Parties under this Article VIII and any obligations of the Indemnifying Parties to pay any post-Closing adjustment in accordance with Section 1.5.
Indemnity Escrow Amount. (i) At the Closing, TCF shall retain $12,000,000 of the Initial Acquisition Price (the “Indemnity Escrow Amount”), solely to satisfy any indemnification claims against FRC Indemnitors (as defined in the Purchase Agreement) under Section 13 of the Purchase Agreement.
Indemnity Escrow Amount. (i) If any Buyer Indemnitee shall have, prior to 11:59pm Eastern Time on the date that is eighteen (18) months following the Closing Date (the “Cut-Off Date”), delivered a Claims Notice to Seller Parent in respect of indemnification under the Purchase Agreement, such Buyer Indemnitee and Seller Parent shall negotiate in good faith to reach an agreement upon (A) the Buyer Indemnitee’s right for indemnification under the Purchase Agreement and the amount of such Buyer Indemnitee’s Losses and (B) the amount on deposit in the Indemnity Escrow Account that should be reserved (the “Reserved Amount”) in respect of such Claims Notice. If such Persons are unable to reach agreement, then, subject to Section 3(a), any such dispute shall be resolved by mutual agreement by the parties or by litigation in an appropriate court of competent jurisdiction in accordance with Article 8 and Article 9 of the Purchase Agreement. Pending a resolution of the Reserved Amount in respect of any Claims Notice, the Reserved Amount therefor shall be the amount estimated in good faith by the Buyer Indemnitee based on back-up documentation containing such detail as is reasonable under the circumstances.
Indemnity Escrow Amount. 24 3.5 Adjustment to the Merger Consideration.......................... 25 3.6
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.
