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. 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. 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. Subject to the following sentence, 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 Closing Date; and (b) if the DCAA Audit Determination Date occurs on or after the first anniversary of the Closing Date, then the Xxxxxxxx Shares then held in the Indemnity Escrow 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 released upon resolution of such claim. The Indemnity Escrow Agreement and Article XI hereofshall also provide that for purpose of determining the number of Xxxxxxxx Shares to be held in reserve or released to 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 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 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. (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 to the Closing Date Reference Price. Subject to the following sentence, deposited by the Escrow Agent into the Indemnity Escrow Account, but shall release not constitute part of the balance 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 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 of the Escrow Agreement and Article XI hereof or (ii) the Sellers shall post a bond in an amount reasonably acceptable Buyer being entitled 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 reimbursement out 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 hereofinterest for any such Taxes paid).

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. Subject to the following sentence, the 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 hereoffund.

Indemnity Escrow Amount. The Indemnity (i) If, at any time and from time to time from the date hereof but not later than 5:00 p.m., eastern time on December [___], 2023 (the “Escrow Amount shall be used Release Date”), Purchaser desires 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 make a claim under this Agreement, the value of each Parent Share included in against the Indemnity Escrow 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, shall deliver a written notice of the Claim substantially in 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 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 equal conclusively deemed to the Closing Date Reference Price. Subject to the following sentencebe conceded and undisputed by Seller, and the Escrow Agent shall release the balance amount of the Indemnity Escrow Amount having a total aggregate value equal to the Sellers, as applicable, on the first Business Day which is nine (9amount of any Indemnifiable Losses corresponding to such claim(s) months after the Closing Date set forth in such Claims Notice (the “Indemnity Escrow Release DateUndisputed Claim Amount”) to the Purchaser (or Purchaser’s designee), provided that if 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 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 amount of such in writing, then either Claim (i) there shall be withheld from the distribution to the Sellers or such portion of such Claim) becomes finally determined (which final determination shall be set forth in a joint written notice from an Authorized Representative of Purchaser and Seller to the Indemnity Escrow Amount as is necessary to cover all Damages potentially resulting from all such pending claims Agent), in accordance with the terms each case, without any further action on behalf of the Escrow Agreement (and the escrow account shall continue with respect to such withheld amount) and such withheld amount (Purchaser 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 hereofSeller.

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. Subject contrary set forth herein, at the Closing, Buyer shall withhold from the cash amount otherwise payable to the following sentenceeach Company Securityholder pursuant to Section 2.6(b), the Escrow Agent shall release the balance 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 Fund and any payment made out of the Indemnity Escrow Fund to the Company Securityholders (in their capacity as such) is intended to be treated as deferred consideration and shall be released subject to the Sellers in accordance with the terms imputation of interest under Section 483 or Section 1274 of the Escrow Agreement and Article XI hereofCode.

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. Subject to the following sentencehowever, 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 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 hereofRepresentative.

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. Subject to the following sentence, 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 hereofSeller pursuant to this sentence.