Indemnity Escrow Fund. The Indemnity Escrow Fund shall be held and disbursed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement; provided, that in the event of conflict between the Escrow Agreement and this Agreement, this Agreement shall prevail as among the parties to this Agreement. The Indemnity Escrow Fund shall constitute an escrow fund securing any indemnification claim of the Parent Indemnified Parties pursuant to this Article IX, and shall be used, if the Parent Indemnified Parties become entitled to indemnification from the Key Persons and Company Members pursuant to this Article IX, solely to promptly satisfy the amount owed or payable to the Parent Indemnified Parties in connection therewith. Promptly following the first (1st) anniversary of the Closing Date, Parent and the Equityholders’ Representative will jointly instruct the Escrow Agent to disburse any remaining portion of the Indemnity Escrow Fund, less an amount equal to the Losses claimed by the Parent Indemnified Parties pursuant to any Indemnification Claim Notice or Third Party Indemnification Claim Notice timely delivered by Parent that has not been finally resolved pursuant to this Article IX (each, a “Pending Claim”). Upon the resolution of any Pending Claim, to the extent that amount remaining in the Indemnity Escrow Fund exceeds the amount of all unresolved Pending Claims, if any, Parent and the Equityholders’ Representative will jointly instruct the Escrow Agent to release such excess (or the total remaining amount, if applicable) to the Exchange Agent for distribution to the Company Members in accordance with their respective Pro Rata Percentages.
Indemnity Escrow Fund. (a) Notwithstanding anything to the contrary in this Agreement, other than with respect to a claim for Fraud and subject to Section 9.8(b), (i) the funds available in the Indemnity Escrow Fund shall be the sole and exclusive source of recovery for the Buyer Indemnified Parties with respect to the Sellers’ indemnification obligation under this Article IX, and (ii) neither the survival periods nor any other limitations under this Article IX shall in any way affect or otherwise limit any claim made by, or available to, any Buyer Indemnified Party under the R&W Insurance Policy.
(b) Notwithstanding anything in this Agreement or the Ancillary Agreements to the contrary, (i) nothing in this Agreement shall limit or restrict a Buyer Indemnified Party’s rights or ability to maintain or recover any amounts in connection with any action or claim based upon Fraud in connection with the transactions contemplated hereby or in the Ancillary Agreements, and (ii) each Seller agrees to the matters set forth on Schedule 9.8(b).
Indemnity Escrow Fund. “Indemnity Escrow Fund” shall mean the escrow fund established pursuant to the Escrow Agreement primarily for purposes of securing Parent’s indemnification rights pursuant to Section 9 of the Agreement.
Indemnity Escrow Fund. The Buyer hereby agrees that it shall first seek a remedy from the Indemnity Escrow Fund, to the extent of the amount then held in the Indemnity Escrow Fund, with respect to any indemnification claim asserted hereunder before seeking to recover any Losses directly from the Seller.
Indemnity Escrow Fund. No later than ten (10) Business Days following the date hereof (or, if later, on the date the Escrow Account is available to be funded), the Buyer and Sellers’ Representative shall enter into the Escrow Agreement, and the Buyer shall deposit or cause to be deposited the Indemnity Escrow Amount (plus the USD $2,500 fee due to the Escrow Agent) in an account with the Escrow Agent by wire transfer in immediately available funds to secure the Sellers’ obligations hereunder, of which (x) NOK 1,750,000 (less amounts paid to satisfy indemnification claims pursuant to Section 6.2(a)-(d) and the aggregate amount of pending claims pursuant to Section 6.2(a)-(d)) shall be released twelve (12) months after the date hereof and (y) NOK 1,000,000 (less amounts paid to satisfy indemnification claims pursuant to Section 6.2(e) and the aggregate amount of pending claims pursuant to Section 6.2(e)) shall be released on December 31, 2021, with any such released funds to be distributed to the Sellers, to which each Seller’s entitlement is as set forth in Column 5 of Exhibit A.
Indemnity Escrow Fund. Section 2.1.8 Itraoral Technologies...................................Section 7.12
Indemnity Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VII, the Indemnifying Party shall satisfy its obligations within 5 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.
(b) Any Losses payable to Buyer pursuant to this Article VII shall be satisfied: (i) from the Indemnity Escrow Fund; and (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer in the Indemnity Escrow Fund, from Sellers.
Indemnity Escrow Fund. The Escrow Fund established pursuant to the terms of the Escrow Agreement shall be available to Cognex, subject to the terms thereof, as its sole and exclusive source to satisfy the obligations of the Isys Shareholders under this Article IX. The Shares otherwise issuable to Rombxxx xxx deposited into the Escrow Fund shall constitute the total liability of Rombxxx xxxer this Agreement.
Indemnity Escrow Fund. (a) The Acquiror hereby agrees that it shall seek a remedy from the Indemnity Escrow Fund, to the extent of the amount then held in the Indemnity Escrow Fund, with respect to any indemnification claim asserted hereunder before seeking to recover any Losses directly from the Stockholders. To the extent that the amount of the Indemnity Escrow Fund (including the interest or other income accrued thereon) (i) has been distributed, pro rata, to the Stockholders pursuant to Section 7.7(b), (ii) has been exhausted or (iii) would be exhausted if one or more pending claims against the Stockholders are resolved in favor of an Acquiror Indemnified Party, then subject to the limitations set forth in this Article VII, such claim may be made directly against the Stockholders.
(b) The remaining balance of the Indemnity Escrow Fund will be disbursed by Xxxx Food Company, Inc. on behalf of the Acquiror on the last Business Day of 2012, subject to extension for known good faith pending claims (but in such event, only to the extent of such claims), to the Stockholders pro rata in accordance with their respective Ownership Percentages.
Indemnity Escrow Fund. 48 9.2 Claims.......................................................................49 9.3
