Common use of Indemnity Escrow Amount Clause in Contracts

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. 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 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. 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. The Indemnity Escrow Amount On the Closing Date, Xxxxxxxx, Parent and the Genex Stockholder shall be used to satisfy Damages, if anyexecute the escrow agreement in the form attached hereto as Exhibit 2.1.8 (the "INDEMNITY ESCROW AGREEMENT") and Xxxxxxxx shall deposit with Wilmington Trust Company (the "ESCROW AGENT"), for which Buyer Indemnified Parties are entitled to indemnification or reimbursement the benefit and on behalf of the Genex Stockholder that number of Xxxxxxxx Shares having a value of $2,000,000 (as determined based on the Stock Price and adjusted 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, Section 2.1.7(b)) on the first Business Day which is nine (9) months after the Closing Date (the “Indemnity Escrow Release Date”"INDEMNITY ESCROW AMOUNT"), 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 . The Indemnity Escrow Amount as is necessary to cover all Damages potentially resulting from all such pending claims will be disbursed in accordance with the terms of the Indemnity Escrow Agreement (and such deposit being referred to herein as the escrow account "INDEMNITY ESCROW FUND"). The Indemnity Escrow Agreement shall continue with respect to such withheld amountprovide, among other things, that (a) and such withheld amount if the DCAA Audit (or the applicable portion thereofas defined in Section 7.2) shall either be (A) paid to Buyer or (B) paid is completed prior to the Sellers, as determined upon final resolution of each such claim in accordance with the terms first anniversary of the Closing Date (the date of such completion referred to herein as the "DCAA AUDIT DETERMINATION DATE")), then (i) fifty percent (50%) of the Xxxxxxxx Shares then held in the Indemnity Escrow Agreement Fund, less reasonable reserves for asserted claims, will be released to the Genex Stockholder promptly following the DCAA Audit Determination Date 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 Fund, less reasonable reserves for asserted claims, will be released to the Sellers in accordance with Genex Stockholder on the terms first anniversary of the Escrow Agreement Closing Date; and Article XI hereof. Notwithstanding (b) if the forgoingDCAA Audit Determination Date occurs on or after the first anniversary of the Closing Date, then the Xxxxxxxx Shares then held in the Indemnity Escrow Amount Fund, less reasonable reserves for asserted claims, will be released to the Genex Stockholder upon the earlier to occur of (i) DCAA Audit Determination Date and (ii) the third anniversary of the Closing Date (as defined below). Any Xxxxxxxx Shares withheld as reserves with respect to a claim that are ultimately not paid with respect to such claim shall be available released upon resolution of such claim. The Indemnity Escrow Agreement shall also provide that for purpose of determining the number of Xxxxxxxx Shares to satisfy any claims made by Buyer pursuant be held in reserve or released to Section 3.2(g)either Parent or the Genex Stockholder, as the case may be, the value of such Xxxxxxxx Shares shall be based on the average volume-weighted closing bid price of the Xxxxxxxx Shares on the OTC Bulletin Board for the ten (10) trading days prior to the day before the date of such calculation.

Indemnity Escrow Amount. The Indemnity Escrow Amount shall be used serve as the non-exclusive source of security for the Seller Parties’ indemnification obligations pursuant to satisfy Damages, if any, for which Buyer Indemnified Parties are entitled to indemnification or reimbursement in accordance with Article XI hereofSection 8.2. For purposes Within five Business Days following the 18-month anniversary 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 Expiration Date”), provided that if on Buyer shall issue written instructions to Escrow Agent to deliver an amount equal to the Indemnity Escrow Release Amount less the aggregate dollar amount of claims for Losses made by any Buyer Indemnified Party pursuant to Section 8.2 (the “Aggregate Outstanding Claims”) that are then outstanding and unresolved (such amount of the retained Indemnity Escrow Amount, as it may be further reduced after the Expiration Date any claim by distributions to Seller as set forth below and recoveries by a Buyer Indemnified Party, the “Retained Amount”). In the event and to the extent that after the Expiration Date any outstanding claim made by any Buyer Indemnified Party has been made that could result in Damages and 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 has notified shall direct the Escrow Agent and to disburse to Seller an aggregate amount of the Sellers of Retained Amount equal to such in writingdifference; provided, then either (i) there however, that such disbursement shall only be withheld from the distribution made to the Sellers extent that the Retained Amount remaining after such portion distribution would be sufficient to cover the amount of the Indemnity Escrow Amount as is necessary to cover all Damages potentially resulting from all Aggregate Outstanding Claims that are still unresolved at such pending claims in accordance with time. In the terms of the Escrow Agreement (event 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 extent that after the Expiration Date any outstanding 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 any Buyer Indemnified Party pursuant to Section 3.2(g)8.2 for a Loss is resolved in favor of such Buyer Indemnified Party, such Buyer Indemnified Party shall be entitled to recover an amount equal to the amount of the outstanding claim resolved in favor of such Buyer Indemnified Party.

Indemnity Escrow Amount. The Indemnity Escrow Amount (a) Except for any dividend or distribution made in connection with a Recapitalization Event, Sellers 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 all cash dividends and distributions on account of the Indemnity Escrow Amount Shares. (b) Upon the occurrence of a Recapitalization Event, Sellers shall, within ten (10) Business Days of the effectiveness of such Recapitalization Event, (1) if prior to the removal of the Encumbrance created by the Collateral Trust Agreement, at Sellers’ election, as applicableeither deposit in the Escrow Account additional cash or instruct the Trustee to create additional custody rights in the Shareholding Interests in favor of Buyer or (2) if after the Encumbrance created by the Collateral Trust Agreement has been removed, deposit in the Escrow Account, at Sellers’ election, additional cash and/or additional Indemnity Escrow Shares (with respect to the Indemnity Escrow Shares, calculated based on the first Business Day which is nine value of the Sellers’ Retained Shares implied by the Closing Purchase Price, after giving effect to any Recapitalization Event), in each case such that the amount of the Indemnity Escrow Funds on such date shall be equal to: (9i) months prior to the First Release Date, $150,000,000 minus amounts then previously paid to Buyer with respect to indemnity claims pursuant to this Agreement (“Indemnity Payments”); (ii) on and after the Closing First Release Date and prior to the Second Release Date, $75,000,000, plus the aggregate amount of all Losses specified in any then-unresolved indemnification claims made by any Buyer Indemnified Party pursuant to this Article 8 (the “Pending Claims”) and minus any Indemnity Escrow Payments; and (iii) on and after the Second Release Date”), provided the amount of remaining Escrow Funds as of immediately prior to the Recapitalization Event. (c) Sellers may, at Sellers’ sole election and at any time that if on the Indemnity Escrow Release Date any claim by a Buyer Indemnified Party has been made that could result Shares are held in Damages and Buyer has notified the Escrow Agent and the Sellers of such in writingAccount, then either (i) there shall be withheld from the distribution to the Sellers such replace all or any portion of the Indemnity Escrow Amount as is necessary Shares then remaining in the Escrow Account with an amount of cash equal to cover all Damages potentially resulting from all the value of such pending claims in accordance with Indemnity Escrow Shares, calculated based on the terms value of the Escrow Agreement Sellers’ Retained Shares implied by the Closing Purchase Price, after giving effect to any Recapitalization Event. (and d) In the escrow account shall continue with respect to such withheld amount) and such withheld amount (or event that ownership of the applicable portion thereof) shall either be (A) paid to Buyer or (B) paid Sellers’ Retained Shares is transferred pursuant to the Sellers, as determined upon final resolution of each such claim in accordance with the terms provisions 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 Shareholders Agreement, and upon posting of such bond transfer includes any or all of the remaining balance of the Indemnity Escrow Amount Shares then remaining in the Escrow Account, following receipt by the Sellers of the consideration in respect of such transfer, Sellers shall be released replace such Indemnity Escrow Shares with an amount of cash equal to the Sellers in accordance with value of such Indemnity Escrow Shares, calculated based on the terms value of the Escrow Agreement and Article XI hereof. Notwithstanding Sellers’ Retained Shares implied by the forgoingClosing Purchase Price, the Indemnity Escrow Amount shall be available after giving effect to satisfy any claims made by Buyer pursuant to Section 3.2(g)Recapitalization Event.

Indemnity Escrow Amount. At the Closing, Purchaser shall transfer the Indemnity Escrow Amount in immediately available funds to the Indemnity Escrow Agent. The Indemnity Escrow Amount Fund shall be used held in escrow and disbursed pursuant to the terms and conditions of the Indemnity Escrow Agreement and this Agreement (and Purchaser and the Seller Representative agree to issue joint written instructions to the Indemnity Escrow Agent accordingly), including that the Indemnity Escrow Fund shall be disbursed to Purchaser to satisfy Damagesamounts finally determined to be due to Purchaser with respect to indemnification claims, if any, for which Buyer Indemnified Parties are entitled pursuant to indemnification or reimbursement in accordance with Article XI hereof. For purposes of satisfying any claim under this AgreementSection 8.2(a)(ii); provided, 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 Sellershowever, 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 if any portion of the Indemnity Escrow Amount as Fund remains undisbursed to Purchaser on the date that is necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms eighteen (18)-month anniversary of the Closing Date, then the Indemnity Escrow Agreement (and the escrow account Agent 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 release for distribution 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 Seller Representatives within five (ii5) Business Days thereafter an amount equal to (1) the Indemnity Escrow Fund, minus (2) the amount of any claims for indemnity asserted pursuant to Section 8.2(a)(ii) that remain unresolved as of such date. Purchaser agrees to pay the fees payable to the Indemnity Escrow Agent for establishing the Indemnity Escrow Fund. In the event Sellers shall post Representative delivers to Purchaser written confirmation from the Company’s insurers, in a bond in an amount form reasonably acceptable to Buyer for such amount necessary Purchaser, that the environmental matter described in Item 3 on Schedule 8.2(a)(ii) is covered by the insurance maintained by the Company, the Company agrees to cover all Damages potentially resulting promptly execute a joint written instruction authorizing the release of $550,000 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 Fund 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)Representative.

Indemnity Escrow Amount. (a) The Indemnity Escrow Amount shall be used held by the Escrow Agent in order to satisfy Damages, if any, provide funds for the payment of claims with respect to which any Buyer Indemnified Parties are Party is entitled to indemnification or reimbursement pursuant to Article XI. Buyer will have a right to make claims against the Indemnity Escrow Account in accordance with Article XI hereofon 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. For purposes of satisfying any claim under this Agreement, the value of each Parent Share included in Any interest earned on the Indemnity Escrow Amount shall be equal 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 Closing Date Reference PriceBuyer 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 Agent Account and shall release the balance be responsible for any Taxes attributable to income earned in respect 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 until 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 disbursed 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 Buyer being entitled to reimbursement out of such interest for any such Taxes paid). (b) The Escrow Agreement shall provide for releases from the Indemnity Escrow Account as follows: (i) $2,000,000 on the first anniversary of the Escrow Agreement Closing Date, and Article XI hereof or (ii) $2,000,000 on the Sellers shall post a bond second anniversary of the Closing Date, in an amount reasonably acceptable each case to Buyer for such amount necessary the extent that unresolved claims do not exceed the Indemnity Escrow Amount. (c) Subject to cover all Damages potentially resulting from all such pending claims in accordance with the terms provisions of the Escrow Agreement, on the next Business Day after the Indemnity Cut-Off Date, Buyer and upon posting of such bond all of the Representative shall instruct the Escrow Agent to release from the Indemnity Escrow Account and deposit into the Payment Fund the remaining balance of funds in the Indemnity Escrow Account; provided, however, that if, at 5:00 p.m. (New York City time) on the Business Day immediately preceding the Indemnity Cut-Off Date, any portion of the Indemnity Escrow Account is subject to one or more pending indemnification claims that have been timely asserted in accordance with Article XI and have not been paid in full or otherwise finally settled or adjudicated, or are subject to appeal or further proceedings, then an amount equal to such portion of the Indemnity Escrow Amount attributable to such claims (including accrued interest earned on each such amount in the Indemnity Escrow Account from the date on which each such claim was made to the Indemnity Cut-Off Date) shall be released retained in the Indemnity Escrow Account until such claims are paid in full or otherwise finally settled or adjudicated and no longer subject to appeal or further proceedings. Subject to the Sellers right of the Representative to retain funds to cover the Seller Expenses, the Representative shall distribute to the Equity Holders all funds released from the Indemnity Escrow Account pursuant to this Section 3.4 in accordance with their respective Percentage Interests; provided, however, that the Representative shall pay to the Surviving Corporation all amounts required pursuant to this Section 3.4 to be distributed from the Payment Fund to the holders of Stock Options and Warrants, and the Surviving Corporation shall distribute such amounts, net of applicable withholding Taxes, to such holders in accordance with their respective Percentage Interests therein 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)Representative's instructions.

Indemnity Escrow Amount. The At the Closing, Purchaser shall withhold from the Purchase Price $1,300,000 (the “Indemnity Escrow Amount Amount”), which amount shall be deposited with the Escrow Agent pursuant to the Escrow Agreement and used to satisfy Damages, if any, any claims for which Buyer indemnification made by any Purchaser Indemnified Parties are entitled Party pursuant to indemnification or reimbursement in accordance with Article XI hereofX (including Section 10.2). For purposes The Escrow Agreement shall provide that within five Business Days following the earlier of satisfying any claim under this Agreement(x) the Indemnification Notification Date and (y) the Seller Distribution Date (such earlier date, the value “Escrow Distribution Date”), Purchaser and Seller shall direct the Escrow Agent, by joint written instruction, to pay to Seller in cash, by wire transfer of each Parent Share included in immediately available funds to an account designated by Seller, an amount equal to (i) the Indemnity Escrow Amount shall be equal to (including any interest or earnings earned in respect thereof); less (ii) the Closing Date Reference Price. The Escrow Agent shall release the balance aggregate amount of the Indemnity Escrow Amount paid out to the Sellers, Purchaser Indemnified Parties 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 Distribution Date, less (iii) the aggregate amount of all bona fide indemnification claims (A) that have been made by Purchaser Indemnified Parties as of the Escrow Distribution Date and the escrow account shall continue (B) with respect to such withheld amount) and such withheld amount (or the applicable portion thereof) shall either be (A) paid which it has not yet been finally determined are indemnifiable Damages pursuant to Buyer or (B) paid to the SellersArticle X, as determined upon final resolution long as Purchaser has in good faith timely submitted a notice of each such claim in accordance with the terms of on or before the Escrow Agreement Distribution Date; provided that, for purposes of clarity, if the amount determined by the formula above is zero or negative, no amounts will be paid 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 Seller pursuant to Section 3.2(g)this sentence.

Indemnity Escrow Amount. The Indemnity Escrow Amount shall be used (i) If, at any time and from time to satisfy Damagestime from the date hereof but not later than 5:00 p.m., if anyeastern time on December [___], 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 2023 (the “Indemnity Escrow Release Date”), provided that if on Purchaser desires to make a claim against the Indemnity Escrow Release Date any claim by Amount (each, a “Claim”) pursuant to Section [***] of the Purchase Agreement, the Purchaser, on its own behalf or on behalf of such other Buyer Indemnified Party has been made that could result Party, shall deliver a written notice of the Claim substantially in Damages the form of Exhibit A-2 (a “Claims Notice”) to the Escrow Agent, with a copy to Seller describing in reasonable detail the facts and Buyer has notified circumstances with respect to the subject matter of such Indemnifiable Loss or claim or demand, and if possible, the amount of such Claim (the “Claimed Amount”). In the event Escrow Agent receives a Claims Notice for indemnity from the Purchaser, Seller shall notify the Escrow Agent with a copy to the Purchaser within thirty (30) calendar days following its receipt of such Claims Notice if Sellers’ Representative disputes the Claim made in the Claims Notice or if the 30th day does not fall on a Business Day on the first Business Day thereafter substantially in the form of Exhibit A-3 (such notice, the “Dispute Notice”). If Seller does not deliver the Dispute Notice to the Escrow Agent with a copy to the Purchaser on or before thirty (30) calendar days after the Escrow Agent’s receipt of the Claims Notice or if the 30th day does not fall on a Business Day on the first Business Day thereafter, the Claim in such Claims Notice shall be conclusively deemed to be conceded and undisputed by Seller, and the Sellers Escrow Agent shall release the amount of Escrow Amount having a total aggregate value equal to the amount of any Indemnifiable Losses corresponding to such claim(s) set forth in such Claims Notice (the “Undisputed Claim Amount”) to the Purchaser (or Purchaser’s designee), in accordance with this Agreement and as between the Parties the Purchase Agreement, in accordance with this Agreement or, in the case of any Claims Notice in which the amount of the Claim (or any portion of the Claim) is estimated, on such later date when the amount of such Claim (or such portion of such Claim) becomes finally determined (which final determination shall be set forth in writinga joint written notice from an Authorized Representative of Purchaser and Seller to the Escrow Agent), then in each case, without any further action on behalf of the Purchaser or Seller. (ii) If Seller delivers a timely Dispute Notice, such Dispute Notice shall either (i) there shall be withheld from concede liability for the distribution to Claim in whole, or (ii) deny liability for the Sellers such Claim in whole or in part (it being understood that any portion of the Indemnity Claimed Amount for which Seller has not denied liability shall be deemed to be an Undisputed Claim Amount and released to the Purchaser (or Purchaser’s designee) in accordance with Section 3(c)(i)). If Seller denies liability in whole or in part, such Dispute Notice shall be accompanied by a reasonably detailed description of the basis for such denial and such Claim shall be resolved as provided in Section 3(c)(iii). (iii) If Seller has denied liability for, or otherwise disputes, the Claimed Amount, in whole or in part, Seller and Purchaser shall attempt to resolve such dispute. If the Purchaser and Seller resolve such dispute, they shall deliver to the Escrow Agent a notice (“Conceded Amount Notice”) signed by an Authorized Representative of each of them to instruct the Escrow Agent to promptly pay to the Purchaser, or Purchaser’s designee, the amount (if any) by which Seller has conceded liability and was agreed to by the Purchaser. (iv) Within three (3) Business Days after the Escrow Release Date, an Authorized Representative of each of Purchaser and Seller shall deliver to the Escrow Agent a notice (“Release Notice”) signed by each of them to instruct the Escrow Agent to distribute the Escrow Amount to the person and to such account as set forth on such Release Notice, in the portion of the remaining Escrow Amount which is necessary not subject to cover all Damages potentially resulting from all such pending claims any Claims pursuant to any Claims Notice delivered by Purchaser on or prior to the Escrow Release Date in accordance with the terms requirements of Section 3(c) (including any amounts that are the subject of any pending or disputed Claims of which Purchaser has provided a timely Claims Notice to the Escrow Agreement Agent with a copy to the Seller). (and v) Notwithstanding anything to the escrow account contrary herein, upon receipt of a Claims Notice, Dispute Notice, Conceded Amount Notice, or Release Notice, Escrow Agent shall continue make payment 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 Claims related thereto only in accordance with the terms of the Escrow Agreement and Article XI hereof (i) Joint Payment Instructions, 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 Court Order. The Escrow Agreement, and upon posting of such bond all of the remaining balance of the Indemnity Escrow Amount Agent shall be released entitled to conclusively rely upon any such certification and instruction and shall have no responsibility to review the Court Order to which such certification and instruction refers or to make any determination as to whether such Court Order is final. Copies of any Court Orders will be delivered to Escrow Agent by either an Authorized Representative of Seller or an Authorized Representative of Purchaser and 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)other Party.

Indemnity Escrow Amount. The (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. (ii) If TCF desires to make a claim against the Indemnity Escrow Amount pursuant to Section 13 of the Purchase Agreement, TCF shall provide written notice thereof (a “Claim Notice”) to Representative with a copy to Villa before the two-year anniversary of the Closing Date, which Claim Notice shall (i) in reasonable detail state the basis for such claim, and (ii) state the amount being claimed by TCF against the Indemnity Escrow Amount (the “Claim Amount”). If within thirty (30) business days of Representative receiving the Claim Notice, neither Representative nor Villa delivers written notice to TCF objecting to the Claim Notice (any such objection notice, an “Indemnity Objection”), TCF shall provide final written notice of its intent to exercise a set off against the Indemnity Escrow Amount with respect to the applicable claim (the “Second Notice”). If within ten (10) business days of Representative receiving the Second Notice, neither Representative nor Villa delivers an Indemnity Objection, TCF shall set off and apply the Claim Amount against the Indemnity Escrow Amount (and the amount so set off shall be used retained by TCF for its own account). As appropriate, any Indemnity Objection to satisfy Damagesthe Claim Notice will provide the amount not being contested, the amount contested and a reasonable basis for the portion being contested. In the event that TCF receives an Indemnity Objection, then TCF shall set off and apply the undisputed portion of the Claim Amount, 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 against the Indemnity Escrow Amount (and the amount so set off shall be equal to retained by TCF for its own account), and TCF shall place any disputed portion of the Closing Date Reference PriceClaim Amount into an escrow account (the “Escrow Account”) with Xxxxx Fargo Corporate Trust Services (the “Escrow Agent”). The Escrow Agent shall release hold the disputed portion of the Claim Amount in the Escrow Account until (i) the Escrow Agent receives joint instruction from TCF and Representative or (ii) the Escrow Agent receives a final and non-appealable judgment, order, decree, award, ruling, decision or verdict of a court of competent jurisdiction with respect thereto (“Final Order”). The Escrow Agent fee will be paid by TCF. (iii) On the first anniversary of the Closing Date, TCF shall pay fifty percent (50%) of the balance of the Indemnity Escrow Amount (amount remaining after all set offs), less any outstanding and disputed Claim Amounts (including for the avoidance of doubt any amounts held in the Escrow Account), (the “First Remaining Indemnity Escrow Amount”) to Representative, for distribution to the Sellers, members of North Investors as applicable, on the first Business Day which is nine (9) months after of 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 their pro rata ownership of North Investors (it being understood that Villa owns forty seven percent (47%) interest in North Investors, and owners of FRC immediately prior to Closing will collectively own the terms remaining fifty three percent (53%) interest in North Investors after Closing) by wire transfer of immediately available funds for deposit into the account designated by Representative. (iv) On the second anniversary of the Escrow Agreement (and Closing Date, TCF shall pay 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 (amount remaining after the disbursement set forth in Section 1(f)(iii) above, plus all subsequent set offs), less any outstanding and disputed Claim Amounts (including for the avoidance of doubt any amounts held in the Escrow Account), (the “Final Remaining Indemnity Escrow Amount”) to Representative for distribution to the Sellers members of North Investors as of the Closing Date in accordance with their pro rata ownership of North Investors (it being understood that Villa owns forty seven percent (47%) interest in North Investors, and owners of FRC immediately prior to Closing will collectively own the terms remaining fifty three percent (53%) interest in North Investors after Closing) by wire transfer of immediately available funds for deposit into the Escrow Agreement and Article XI hereof. Notwithstanding the forgoing, the Indemnity Escrow Amount shall be available to satisfy any claims made account designated by Buyer pursuant to Section 3.2(g)Representative.

Indemnity Escrow Amount. The Indemnity Escrow Amount (i) If any Buyer Indemnitee shall be used have, prior 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, 11:59pm Eastern Time on the first Business Day which date that is nine eighteen (918) months after following the Closing Date (the “Indemnity Escrow Release Cut-Off Date”), provided that if 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 Release Date 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 claim 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. (ii) Upon the agreement by Seller Parent and the Buyer Indemnitee or as finally determined by a Buyer Indemnified Party has been made that could result court of competent jurisdiction in Damages respect of any Claims Notice, Seller Parent and Buyer has notified shall jointly instruct the Escrow Agent and hereunder to pay to the Sellers Buyer Indemnitee the lesser of (A) the amount of the Losses in respect of such Claims Notice and (B) the balance then on deposit in writingthe Indemnity Escrow Account, then either (i) there shall be withheld from the with such distribution to the Sellers applicable Buyer Indemnitee to occur within three (3) Business Days after the joint instruction is received by the Escrow Agent to such portion account as designated by Buyer in such joint written instruction. (iii) On the Cut-Off Date, Seller Parent and Buyer shall jointly instruct the Escrow Agent hereunder to pay to Seller Parent an amount equal to the excess (if any) of the balance then on deposit in the Indemnity Escrow Account over the aggregate Reserved Amount as is necessary in respect of all unresolved claims for indemnification properly made by the Buyer Indemnitees prior to cover all Damages potentially resulting from all such pending claims in accordance with the terms of Cut-Off Date, if any. The distribution by the Escrow Agreement Agent pursuant to this Section 2(b)(iii) shall be to such accounts designated by Seller Parent in writing to the Escrow Agent. (iv) Following the Cut-Off Date, from time to time, upon resolution of any Claims Notice in respect of any individual claim for indemnification made by the Buyer Indemnitees and the escrow account shall continue with respect to such withheld appropriate amount) and such withheld amount (or , if any, from the applicable portion thereof) shall either be (A) paid to Buyer or (B) Indemnity Escrow Account having been paid to the SellersBuyer Indemnitees in respect of such Claims Notice, as determined upon final resolution of each such claim in accordance with Seller Parent and Buyer shall jointly instruct the terms Escrow Agent to release to Seller Parent the excess of the Escrow Agreement and Article XI hereof or (ii) the Sellers shall post a bond balance then on deposit 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 Account over the aggregate Reserved Amount shall be released in respect of all remaining unresolved claims for indemnification properly made by the Buyer Indemnitees prior to the Sellers Cut-Off Date, in accordance each case, if any, with such distribution to Seller Parent to occur within three (3) Business Days after the terms of joint instruction is received by the Escrow Agreement and Article XI hereof. Notwithstanding the forgoing, the Indemnity Escrow Amount shall be available Agent to satisfy any claims made such accounts designated by Buyer pursuant to Section 3.2(g)Seller Parent in such joint written instruction.

Indemnity Escrow Amount. The 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 be used to satisfy Damagestransfer, if anyor shall cause the Payment Agent to, for which Buyer Indemnified Parties are entitled to indemnification or reimbursement in accordance with Article XI hereof. For purposes transfer, by wire transfer of satisfying any claim under this Agreementimmediately available funds, the value of each Parent Share included in 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 equal deemed to the Closing Date Reference Price. The Escrow Agent shall release the balance have contributed on behalf of each Company Indemnitor its, his or her Pro Rata Portion of the Indemnity Escrow Amount to the Sellers, as applicable, on Escrow Funds. (B) The parties acknowledge and agree that the first Business Day which is nine (9) months after the Closing Date (the “Indemnity Escrow Release Date”), provided that if on portion of the Indemnity Escrow Release Date Amount payable in respect of Company Capital Stock and Company Warrants is intended to be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any claim by a Buyer Indemnified Party has been made that could result in Damages corresponding provision of foreign, state or local Tax Law, as appropriate and Buyer has notified the Escrow Agent if and the Sellers of such in writing, then either (i) there shall be withheld from the distribution to the Sellers extent any such portion of the Indemnity Escrow Amount is actually distributed to applicable Company Indemnitors, interest may be imputed on such amount, as is necessary required by Section 483 or Section 1274 of the Code. (C) The Parent shall have recourse against the Indemnity Escrow Amount with respect to cover all Damages potentially resulting from all such pending claims the Company Indemnitors’ obligations under Article VIII during the period through the later of (i) the two (2) year anniversary of the Closing Date or (ii) solely with respect to any amounts in dispute in accordance with the terms provisions of Section 8.4(d), the date of any final, non-appealable order relating to such dispute (the “Indemnity Escrow Period”). Following the expiration of the Indemnity Escrow Agreement (Period, the Indemnity Escrow Amount, less any amount of actual or estimated Losses in respect of any resolved claims that have yet to be satisfied or are unresolved and the escrow account pending, 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 distributed to the SellersCompany Indemnitors, as determined upon final resolution of each such claim in accordance with their applicable Pro Rata Portions, and to Parent upon the terms of the Escrow Agreement and Article XI hereof or (ii) the Sellers shall post a bond conditions, set forth 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 this Agreement, and upon posting of such bond all of the remaining balance . For any portion of the Indemnity Escrow Amount shall be released to for the Sellers in accordance with the terms benefit of the Escrow Agreement and Article XI hereof. Notwithstanding Company Indemnitors, the forgoing, portion of the Indemnity Escrow Amount payable in respect of Company Capital Stock, Vested Company Options which are Non-Employee Company Options and Company Warrants shall be available paid to satisfy any claims made by Buyer pursuant the Payment Agent for further distribution to Section 3.2(g)such recipients, and the portion of the Indemnity Escrow Amount payable in respect of Vested Company Options which are Employee Company Options shall be paid to the Surviving Corporation for further payment through the Surviving Corporation’s payroll processing system, in each case, based on each Company Indemnitor’s respective Pro Rata Portion.

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 Notwithstanding anything to the Closing Date Reference Price. The Escrow Agent contrary set forth herein, at the Closing, Buyer shall release withhold from the balance cash amount otherwise payable to each Company Securityholder pursuant to Section 2.6(b), Section 2.6(c) and/or Section 2.6(d)(i) such Company Securityholder’s Pro Rata Share of the Indemnity Escrow Amount and shall deposit an amount of cash equal to the SellersIndemnity Escrow Amount in immediately available funds into a non-interest bearing escrow account, as applicablesuch deposit to constitute an escrow fund (the “Indemnity Escrow Fund”). The Indemnity Escrow Fund shall be held by the Escrow Agent for purposes of the payment to Buyer in satisfaction of any indemnification or other claims of any Buyer Indemnified Party required by Section 8, on or the first Business Day which Indemnified Taxes, if any, and to the Company Securityholders in accordance with this Agreement and the Escrow Agreement. On the date that is nine twelve (912) months after following the Closing Date (the “Indemnity Escrow Release Date”), provided that if on Buyer and the Indemnity Escrow Release Date any claim by a Buyer Indemnified Party has been made that could result in Damages Securityholders’ Representative shall execute and Buyer has notified deliver joint written instructions instructing the Escrow Agent and to release any remaining Indemnity Escrow Funds to the Sellers Exchange Agent, and, in the case of such in writingholders of Vested Company Options who are subject to income or employment Tax withholding by Buyer, then either (i) there shall be withheld from to the Final Surviving Entity, for further distribution to the Sellers such portion of Company Securityholders in accordance with their respective Pro Rata Shares. Notwithstanding the Indemnity Escrow Amount as is necessary to cover all Damages potentially resulting from all such pending foregoing, in the event that any indemnifiable claims have been brought in writing in accordance with the terms of this Agreement and are unresolved as of the Indemnity Escrow Release Date, then the Escrow Agreement (and Agent shall retain the escrow account shall continue with respect to amount of 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 Unresolved Claim until such claim is fully resolved in accordance with the terms of indemnification provisions set forth herein. Buyer, the Escrow Agreement Final Surviving Entity and Article XI hereof or (ii) Company Securityholders agree that for all income Tax purposes, Buyer shall be treated as 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 owner of the Indemnity Escrow Amount shall be released to the Sellers in accordance with the terms Fund and any payment made out of the Escrow Agreement and Article XI hereof. Notwithstanding the forgoing, the Indemnity Escrow Amount Fund to the Company Securityholders (in their capacity as such) is intended to be treated as deferred consideration and shall be available subject to satisfy any claims made by Buyer pursuant to imputation of interest under Section 3.2(g)483 or Section 1274 of the Code.

Indemnity Escrow Amount. The Indemnity Escrow Amount Buyer 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 deposit the Indemnity Escrow Amount shall be equal with an escrow agent mutually acceptable to Buyer and Seller (the “Escrow Agent”) to secure Seller’s obligation to pay any amounts to which Buyer is entitled pursuant to the Closing Date Reference Priceindemnification provisions set forth in Section 14 of this Agreement. The Escrow Agent shall release hold the balance Indemnity Escrow Amount in an interest bearing account pursuant to the terms and conditions of an escrow agreement in substantially the form attached hereto as Exhibit 3.2.1 (the “Indemnity Escrow Agreement”). The Indemnity Escrow Agreement shall provide for, among other things: (a) the payment of all or a portion of the Indemnity Escrow Amount to Buyer to the Sellers, as applicable, on extent Buyer is entitled to indemnification pursuant to Section 14; (b) promptly following the first Business Day which is nine (9) months after anniversary of the Closing Date Date, the release to Seller of Eight Hundred Forty Five Thousand and No/100 Dollars ($845,000.00) (plus a specified portion of the “Indemnity Escrow Release Date”), provided that if earnings on the Indemnity Escrow Release Date Amount), minus any claim amounts paid to Buyer from the Indemnity Escrow Amount and minus any unsatisfied claims under Section 14 pending against the Indemnity Escrow Amount at such time (the Indemnity Escrow Amount so released, the “Released Indemnity Escrow Amount”); and (c) that the Indemnity Escrow Amount (plus a specified portion of the earnings on the Indemnity Escrow Amount), minus (i) any Released Indemnity Escrow Amount; (ii) any amounts paid to Buyer from the Indemnity Escrow Amount; and (iii) any unsatisfied claims under Section 14 pending against the Indemnity Escrow Amount at such time, will be held by a the Escrow Agent until the second (2nd) annual anniversary of the Closing Date, at which time the balance net of such paid amounts and net of amounts reserved for payment of unsatisfied pending claims will be released to Seller. Any amounts paid to Buyer Indemnified Party has been made that could result from the Indemnity Escrow Amount pursuant to the indemnification provisions of Section 14 shall be treated as an adjustment to the Purchase Price. The cost and expense of the Escrow Agent shall be borne by Buyer, except to the extent provided in Damages Sections 6 and Buyer has notified 10 of the Indemnity Escrow Agreement with respect to fees and expenses of counsel to the Escrow Agent and the Sellers of such in writing, then either (i) there shall be withheld from the distribution investment fees or charges relating 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)fund.

Indemnity Escrow Amount. (a) The Indemnity Escrow Amount shall be used to satisfy Damages, if any, for which Buyer Indemnified Parties are entitled to indemnification or reimbursement held by the Escrow Agent in accordance with Article XI hereof. For purposes of satisfying the Escrow Agreement as a holdback to cover any claim for indemnification made by the Purchaser under this Agreement, Article 8. (b) On the value 18-month anniversary 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 First 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 Purchaser and Buyer has notified the Sellers’ Representatives will jointly direct the Escrow Agent and to release to the Sellers of such in writingSellers’ Representatives (for further distribution to the Sellers) an amount equal to: $1,575,000, then either minus (i) there shall be withheld the total of any amounts paid from the distribution to the Sellers such portion of the Indemnity Escrow Amount prior to the First Escrow Release Date and minus (ii) any Disputed Amount. On the 24-month anniversary of the Closing Date (the “Second Escrow Release Date”) the Purchaser and the Sellers’ Representatives will jointly direct the Escrow Agent to release to the Sellers’ Representatives (for further distribution to the Sellers) any remaining Indemnity Escrow Amount, minus any Disputed Amounts. If there has been a Claim that is made in good faith and delivered to the Sellers’ Representatives before the First Escrow Release Date or the Second Escrow Release Date, as is necessary applicable, and such Claim has not been finally resolved (by agreement between the Indemnifying Party and the Indemnified Party, by binding, final and non-appealable determination, or by settlement), then that indemnity Claim will be a “Disputed Claim” and the amount of the indemnity Claim set out in that Indemnity Notice will be a “Disputed Amount”. The Disputed Amount shall be retained by the Escrow Agent pending resolution of such Claim and will then be disbursed to cover all Damages potentially resulting from all such pending claims the party or parties found to be entitled to any portion thereof 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 Sellersresolution, as determined upon final resolution of each such claim in accordance with a joint direction to that effect signed by the terms of Purchaser and the Escrow Agreement Sellers’ Representatives (and Article XI hereof or (ii) Purchaser and the Sellers shall post a bond in an amount reasonably acceptable Sellers’ Representatives agree to Buyer for sign such amount necessary to cover all Damages potentially resulting from all joint direction reflecting 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(gresolution).