Common use of Indemnity Escrow Clause in Contracts

Indemnity Escrow. (i) Within three (3) Business Days following the Survival Date (such payment date, the “Release Date”) the Surviving Entity and the Stockholders shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse to the Stockholders in accordance with the Escrow agreement that portion of the Indemnity Escrow Amount, if any, equal to (x) the aggregate remaining amount of the Indemnity Escrow Amount, less (y) the sum of the aggregate amount of Losses specified in any then unresolved indemnification Claims made by the Surviving Entity pursuant to Section 7.10 on or prior to the Survival Date for such Claims (such Claim amounts under clause (y), “Pending Claims,” and such amount that is retained in the Escrow Amount in respect of the Pending Claims, the “Reserve Amount”). Within three (3) Business Days after resolution of any Pending Claim, the Surviving Entity and the Stockholders shall deliver joint written instructions to the Escrow Agent directing the remaining portion of the Reserve Amount (if any) related to such Pending Claim be released pursuant to such joint written instructions and the terms of the Escrow Agreement. If the Indemnity Escrow Amount is not sufficient to pay the entire amount of any Claim under Section 7.10, the Surviving Entity Indemnified Parties shall have all other rights and remedies available to them under this Section 7.10 as applicable to such Claim.

Indemnity Escrow. On the Closing Date, Buyer shall, pursuant to the Indemnity Escrow Agreement, deposit with Xxxxx Fargo, National Association (i) Within three (3) Business Days following the Survival Date (such payment date, the “Release DateEscrow Agent”) as a holdback of a portion of the Surviving Entity Purchase Price, an amount equal to Seven Million Dollars ($7,000,000) (the “Indemnity Escrow Amount”). Any payment that Seller is obligated to make to the Buyer Indemnified Group pursuant to Article IX shall be paid first from the Indemnity Escrow Amount, and the Stockholders Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse to the Stockholders in accordance with the Escrow agreement that portion of the Indemnity Escrow Amount, if any, equal to (x) the aggregate remaining amount of the Indemnity Escrow Amount, less (y) the sum of the aggregate amount of Losses specified in any then unresolved indemnification Claims made by the Surviving Entity pursuant to Section 7.10 on or prior to the Survival Date for such Claims (such Claim amounts under clause (y), “Pending Claims,” and such amount that is retained in the Escrow Amount in respect of the Pending Claims, the “Reserve Amount”). Within three (3) Business Days after resolution of any Pending Claim, the Surviving Entity and the Stockholders shall deliver joint written instructions to the Escrow Agent Agreement directing the remaining portion of the Reserve Amount (if any) related to that any such Pending Claim payment be released pursuant to such joint written instructions and the terms of the Escrow Agreementso made. If the Indemnity Escrow Amount is insufficient to pay any such amounts, Seller shall be obligated to make such payments to the Buyer Indemnified Group pursuant to, and subject to the limitations in, Article IX. On the date that is twelve (12) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not sufficient be less than zero) equal to (1) the remaining balance of the Indemnity Escrow Amount less (2) the amount of any claims for indemnification under Article IX asserted by Buyer prior to such date but not yet resolved (“Unresolved Claims”) less (3) an amount equal to Four Million Dollars ($4,000,000) (the “Adjusted Escrow Amount”). On the date that is twenty four (24) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance of the Adjusted Escrow Amount less (B) the amount of any Unresolved Claims. The Adjusted Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay the entire amount Buyer Indemnified Group for any such claims resolved in favor of the Buyer Indemnified Group) upon resolution of such claims in accordance with Article IX, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any Claim under Section 7.10, the Surviving Entity Indemnified Parties shall have all other rights and remedies available to them under this Section 7.10 as applicable to such Claimpayment be so made.

Indemnity Escrow. At the Closing, Buyer shall deposit with the Escrow Agent (i) Within three the pro rata portion of the RAP Indemnity Fund reflecting the pro rata portion of the interest in RAP owned indirectly by the Company pursuant to the RAP Indemnity Agreement, and (3) Business Days following the Survival Date (such payment date, the “Release Date”ii) the Surviving Entity and the Stockholders shall deliver joint written instructions InterLink Indemnity Fund pursuant to the Closing Escrow Agreement. All amounts in the InterLink Indemnity Fund in excess of the sum of (a) $10,000,000, and (b) the amount of all pending claims made by Buyer for indemnification pursuant to Section 12.1, shall be paid to Disbursement Agent directing (for the Escrow benefit of Sellers) at the close of business on the first business day after the date which is six months after the Closing Date. The remainder of the InterLink Indemnity Fund, if any, less the amount of all pending claims made by Buyer for indemnification pursuant to Section 12.1 (the "Year Disbursement Amount"), shall be paid to Disbursement Agent to (for the benefit of Sellers) at the close of business on the first business day after the date which is one year after the Closing Date. The Disbursement Agent shall disburse to the Stockholders Sellers, in accordance with the Escrow agreement that portion of percentages set forth on the Indemnity Escrow AmountPurchase Price Allocation Schedule, if any, equal to (x) the aggregate remaining any amount of the InterLink Indemnity Escrow Amount, less (y) the sum of the aggregate amount of Losses specified in any then unresolved indemnification Claims made by the Surviving Entity pursuant to Section 7.10 on or prior to the Survival Date for such Claims (such Claim amounts under clause (y), “Pending Claims,” and such amount that is retained in the Escrow Amount in respect of the Pending Claims, the “Reserve Amount”). Within three (3) Business Days after resolution of any Pending Claim, the Surviving Entity and the Stockholders shall deliver joint written instructions to the Escrow Agent directing the remaining portion of the Reserve Amount (if any) related to such Pending Claim be Fund released pursuant to such joint written instructions this Section 2.5. Except as to claims arising from breaches of Sections 5.4, 5.8 and (to the terms extent set forth in Section 12.1(b)) 5.22, release of any amounts from the InterLink Indemnity Fund shall relieve Sellers of obligations under Section 12.1 to the extent of the Escrow Agreementamounts so released. If the Indemnity Escrow Amount is not sufficient to pay the entire amount of Sellers expressly agree that any Claim post-Closing Date adjustments under Section 7.102.4 shall be paid in the manner provided in Section 2.4(g) and, unless Buyer so elects (in its sole and absolute discretion), any amounts owed by Sellers under such sections shall not be paid from the Surviving Entity Indemnified Parties shall have all other rights and remedies available to them under this Section 7.10 as applicable to such ClaimInterLink Indemnity Fund.

Indemnity Escrow. On the Closing Date, Purchaser shall deposit with First National Bank of Omaha (ithe “Escrow Agent”), as agent to Purchaser and the Stockholder Representation (on behalf of the Selling Stockholders), in immediately available funds, to the account designated by the Escrow Agent, and amount equal to $5,000,000.00 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and the Escrow Agreement, which will be executed at the Closing, by and among Purchaser, the Stockholder Representative and the Escrow Agent (the “Escrow Agreement”). Any payment the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article VIII shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount and, second, to the extent the Indemnity Escrow Amount is insufficient (and such claims are not subject to the Cap limitation under Section 8.4(c)) Within three to pay any remaining sums due, then the Selling Stockholders shall be required to pay all of such additional sums due and owing to the applicable Purchaser Indemnified Party by wire transfer of immediately available funds within five (35) Business Days following after the Survival Date date of such notice. On the first (such payment date1st) anniversary of the Closing Date, the “Release Date”) the Surviving Entity and the Stockholders shall deliver joint written instructions to the Escrow Agent directing shall release the Indemnity Escrow Agent to disburse Amount (to the extent not utilized to pay any Purchaser Indemnified Parties for any indemnification claim) to the Stockholder Representative (for distribution to the Selling Stockholders in accordance with the Escrow agreement that their respective pro rata portion of the Indemnity Purchase Price), except that the Escrow Amount, if any, Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to (x) the aggregate remaining amount of the Indemnity Escrow Amount, less (y) the sum of the aggregate amount of Losses specified in any then unresolved claims for indemnification Claims made by the Surviving Entity pursuant to Section 7.10 on or under this Article VIII asserted prior to the Survival Date for such Claims first (such Claim amounts under clause 1st) anniversary but not yet resolved (y), “Pending Unresolved Claims,” and such amount that is retained in the Escrow Amount in respect of the Pending Claims, the “Reserve Amount”). Within three (3) Business Days after resolution of any Pending Claim, the Surviving Entity and the Stockholders The Indemnity Escrow Amount retained for Unresolved Claims shall deliver joint written instructions to be released by the Escrow Agent directing (to the remaining portion of the Reserve Amount (if anyextent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor thereof) related to such Pending Claim be released pursuant to such joint written instructions upon their resolution in accordance with this Article VIII and the terms of the Escrow Agreement. If the Indemnity Escrow Amount is not sufficient to pay the entire amount of any Claim under Section 7.10, the Surviving Entity Indemnified Parties shall have all other rights and remedies available to them under this Section 7.10 as applicable to such Claim.

Indemnity Escrow. (i) Within three (3) Business Days following At the Survival Date (such payment dateClosing, the “Release Date”) the Surviving Entity and the Stockholders Buyer shall deliver joint written instructions to deposit with the Escrow Agent directing the Escrow Agent to disburse sum of Four Million Nine Hundred Fifty Thousand Dollars ($4,950,000) of the Purchase Price (the "Indemnity Fund") pursuant to the Stockholders in accordance with the Closing Escrow agreement that portion Agreement. One-half of the Indemnity Escrow AmountFund, if anyless the amount of all claims made by Buyer for indemnification pursuant to Section 15.1 (together with the portion of accrued interest attributable to such claims), equal to (x) provided that the aggregate remaining amount of such claims that are based upon breaches of Seller's representations and warranties contained herein shall exceed the Basket, shall be paid to the Paying Agent under the Closing Escrow Agreement at the close of business on the first business day after six (6) months from the Closing Date. The remainder of the Indemnity Fund, less the amount of all claims made by Buyer for indemnification pursuant to Section 15.1 (together with the portion of accrued interest attributable to such claims), provided that the aggregate amount of such claims that are based upon breaches of Seller's representations and warranties contained herein shall exceed the Basket, shall be paid to Paying Agent at the close of business on the first business day after the first anniversary date of the Closing Date. Seller expressly agrees that any post-Closing Date adjustments required to be made to the Purchase Price pursuant to Sections 3.4(a), (c) and (e) and payable to Buyer shall be paid directly by Seller to Buyer in immediately available funds and shall not reduce the amount of the Indemnity Escrow AmountFund; provided that Buyer may, less (y) at its option, make a claim against the sum of Indemnity Fund for such Purchase Price adjustment amounts, which claim shall not be subject to either the aggregate amount of Losses specified in Basket or any then unresolved indemnification Claims made by the Surviving Entity pursuant to Section 7.10 on or prior other limitation as to the Survival Date for such Claims (such Claim amounts under clause (y), “Pending Claims,” and such maximum amount that is retained in the Escrow Amount in respect of the Pending Claims, the “Reserve Amount”). Within three (3) Business Days after resolution of any Pending Claim, the Surviving Entity and the Stockholders shall deliver joint written instructions thereof which Buyer may seek or be entitled to the Escrow Agent directing the remaining portion of the Reserve Amount (if any) related to such Pending Claim be released pursuant to such joint written instructions and the terms of the Escrow Agreement. If the Indemnity Escrow Amount is not sufficient to pay the entire amount of any Claim indemnification under Section 7.10, the Surviving Entity Indemnified Parties shall have all 15 or any other rights and remedies available to them under provision of this Section 7.10 as applicable to such ClaimAgreement.

Indemnity Escrow. (i) Within three (3) Business Days following At the Survival Date (such payment dateClosing, the “Release Date”) the Surviving Entity and the Stockholders Buyer shall deliver joint written instructions to deposit with the Escrow Agent directing the Indemnity Fund pursuant to the Closing Escrow Agreement. All amounts in the Indemnity Fund in excess of the sum of (a) $10,000,000, and (b) the amount of all pending claims made by Buyer for indemnification pursuant to Section 2.1 of the RAP Indemnity Agreement, shall be paid to Disbursement Agent (for the benefit of the Sellers and the InterLink Sellers) at the close of business on the first business day after the date which is six months after the Closing Date. The remainder of the Indemnity Fund, if any, less the amount of all pending claims made by Buyer for indemnification pursuant to Section 2.1 of the RAP Indemnity Agreement (the "Year Disbursement Amount"), shall be paid to Disbursement Agent (for the benefit of the Sellers and the InterLink Sellers) at the close of business on the first business day after the date which is one year after the Closing Date. The Disbursement Agent shall disburse to Sellers and the Stockholders InterLink Sellers, in accordance with the Escrow agreement percentages set forth on the Purchase Price Allocation Schedule, any amount of the Indemnity Fund released pursuant to this Section 2.5. Except as to claims arising from breaches of Sections 5.4, 5.8 and (to the extent set forth in Section 2.1(b) of the RAP Indemnity Agreement) 5.22, release of any amounts from the Indemnity Fund shall relieve Sellers and the InterLink Sellers of obligations under Section 2.1 of the RAP Indemnity Agreement to the extent of the amounts so released. Sellers expressly agree that any post-Closing Date adjustments under Section 2.4 shall be paid in the manner provided in Section 2.4(g) and, unless Buyer so elects (in its sole and absolute discretion), any amounts owed by Sellers and the InterLink Sellers under such sections shall not be paid from the Indemnity Fund. Any one or more Sellers may elect to deliver at the Closing the Letter(s) of Credit, in which case (1) such Sellers' allocable share of the Indemnity Fund shall be released to them at Closing, and (2) any amount to be paid from the Indemnity Fund pursuant to Article XII shall be paid proportionately (based on the relative aggregate percentage interests of the Sellers delivering the Letter(s) of Credit) from the cash portion of the Indemnity Escrow Amount, if any, equal to (xFund and from draws upon the Letter(s) the aggregate remaining amount of the Indemnity Escrow Amount, less (y) the sum of the aggregate amount of Losses specified in any then unresolved indemnification Claims made by the Surviving Entity pursuant to Section 7.10 on or prior to the Survival Date for such Claims (such Claim amounts under clause (y), “Pending Claims,” and such amount that is retained in the Escrow Amount in respect of the Pending Claims, the “Reserve Amount”). Within three (3) Business Days after resolution of any Pending Claim, the Surviving Entity and the Stockholders shall deliver joint written instructions to the Escrow Agent directing the remaining portion of the Reserve Amount (if any) related to such Pending Claim be released pursuant to such joint written instructions and the terms of the Escrow Agreement. If the Indemnity Escrow Amount is not sufficient to pay the entire amount of any Claim under Section 7.10, the Surviving Entity Indemnified Parties shall have all other rights and remedies available to them under this Section 7.10 as applicable to such ClaimCredit.