Common use of Indemnity Escrow Clause in Contracts

Indemnity Escrow. The Indemnity Escrow Amount shall be available to satisfy any Losses incurred by any Purchaser Indemnified Persons for which the Purchaser Indemnified Persons are indemnified pursuant to Section 7.2. If Xxxxxx becomes obligated (whether through mutual agreement between Purchaser and Xxxxxx, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof) to provide indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Purchaser and Xxxxxx shall, if necessary for release of funds from the escrow, execute joint written instructions to the Escrow Agent to disburse the appropriate amounts from the Escrow Amount in accordance with the terms of this Agreement and the Escrow Agreement. After a period of 18 months from the Closing Date, Purchaser and Xxxxxx shall, if necessary for release of funds from the escrow, execute joint written instructions to the Escrow Agent to disburse any remaining portion of the Indemnity Escrow Amount to Xxxxxx, in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, subject to the terms of the Escrow Agreement, if Purchaser does not execute a joint written instruction with Xxxxxx to the Escrow Agent, within 10 days after expiration of the 18-month period described in the preceding sentence and after written request of Xxxxxx to Purchaser to execute such joint written instruction, Purchaser agrees Xxxxxx may unilaterally direct the Escrow Agent to disburse the remaining portion of the Indemnity Escrow Amount to Xxxxxx.

Indemnity Escrow. The Indemnity Escrow Amount shall be available Notwithstanding anything to satisfy the contrary in this Agreement, any Losses incurred by any Purchaser Indemnified Persons claim for indemnification to which the Purchaser Buyer Indemnified Persons are indemnified entitled under this Agreement pursuant to Section 7.2. If Xxxxxx becomes obligated 8.1(a)(i) and (whether through mutual agreement between Purchaser and Xxxxxx, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereofiv) to provide indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Purchaser and Xxxxxx shall, if necessary for release of funds from the escrow, execute joint written instructions to the Escrow Agent to disburse the appropriate amounts will be satisfied solely from the Escrow Amount in accordance with the terms of this Agreement Funds, and the Escrow Agreement. After a period of 18 months from the Closing Date, Purchaser and Xxxxxx shall, if necessary for release of funds from the escrow, execute joint written instructions to the Escrow Agent to disburse any remaining portion of the Indemnity Escrow Amount to Xxxxxx, in accordance with the terms of the Escrow Agreement and this Agreement, and Buyer Indemnified Persons will not be entitled to any payment from any source other than the Escrow Funds for any such indemnification claim. Notwithstanding For as long as there are funds in the foregoing, subject to the terms of account maintained under the Escrow Agreement, if Purchaser does not execute any and all amounts payable by Seller, as Indemnifying Party to a joint written instruction Buyer Indemnified Person with Xxxxxx respect to any other claims made under Section 8.1(a) will be paid in cash first out of such account established pursuant to the Escrow Agent, within 10 days after expiration of the 18-month period described Agreement and thereafter by Seller in the preceding sentence accordance with payment instructions provided by Buyer. Seller and after written request of Xxxxxx to Purchaser to execute such joint written instruction, Purchaser agrees Xxxxxx may unilaterally Buyer will jointly direct the Escrow Agent to disburse to Seller (i) $17 million of the Escrow Funds on the date that is 18 months from the Closing Date and (ii) the remaining portion balance of the Escrow Fund on the Escrow Termination Date, provided, however, that in the event a Buyer Indemnified Person has made an Indemnity Claim under this ARTICLE VIII or other demand for payment prior to the date of any distribution (a “Pending Claim”), then any disbursement of the balance or remaining balance at such time shall be less an amount sufficient to satisfy all such Pending Claims made since that date of any prior distribution (or the Closing Date in the case of the first distribution) until each such Pending Claim is fully and finally resolved, in each case to such account or accounts as may be specified by Seller in writing to the Escrow Amount Agent prior to Xxxxxxsuch date.

Indemnity Escrow. The If the Buyer Indemnitees are entitled to indemnification for Losses under this Article IV, and the Sellers have not reimbursed the full amount of indemnifiable Losses within ten (10) days after written demand therefor from the Buyer, then the Buyer may demand that it be distributed from the Indemnity Escrow Amount an amount equal to such unreimbursed Losses. Provided no dispute then exists as to any claim by Buyer to all or a portion of the Indemnity Escrow, the Indemnity Escrow will be released to Sellers on the final day of the eighteenth month following the Closing Date, and the Escrow Agreement shall thereupon terminate. To the extent a dispute does exist as to a good faith claim or claims of Buyer on such final day of the eighteenth month following the Closing Date, an amount equal to the actual or reasonably estimated Losses associated with such claim or claims will continue to be available to satisfy any Losses incurred by any Purchaser Indemnified Persons for which the Purchaser Indemnified Persons are indemnified pursuant to Section 7.2. If Xxxxxx becomes obligated (whether through mutual agreement between Purchaser and Xxxxxx, as a result of a final non-appealable judicial determination or otherwise finally determined held in accordance with the terms hereof) to provide indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Purchaser and Xxxxxx shall, if necessary for release of funds from the escrow, execute joint written instructions to the Escrow Agent to disburse the appropriate amounts from the Escrow Amount in accordance with the terms provisions of this Agreement and the Escrow Agreement. After a period of 18 months from Agreement until such claim or claims have been fully resolved, at which time the Closing Date, Purchaser and Xxxxxx shall, if necessary for release of funds from the escrow, execute joint written instructions to the Escrow Agent to disburse any remaining portion balance of the Indemnity Escrow Amount (if any) will be released to Xxxxxx, in accordance with the terms Sellers. Sellers' obligations under this Agreement shall not be affected by any termination of the Escrow Agreement. Notwithstanding Earnings on the foregoing, subject to the terms of the Escrow Agreement, if Purchaser does not execute a joint written instruction with Xxxxxx to the Escrow Agent, within 10 days after expiration of the 18-month period described in the preceding sentence and after written request of Xxxxxx to Purchaser to execute such joint written instruction, Purchaser agrees Xxxxxx may unilaterally direct the Escrow Agent to disburse the remaining portion principal of the Indemnity Escrow Amount from time to Xxxxxxtime shall be added to and become part of the Indemnity Escrow, and available for distribution to the Buyer to satisfy indemnifiable Losses that have not been reimbursed by Sellers, and to Sellers to the extent not so distributed to Buyer.

Indemnity Escrow. As soon as practicable after the Effective Time, GoodNoise shall deposit into an escrow account (the "Indemnity Escrow") with a national bank or other financial institution reasonably acceptable to Nordic, as escrow agent (the "Indemnity Escrow Agent"), twenty percent (20%) of the GoodNoise Shares (the "Indemnity Escrow Holdback"). The Indemnity Escrow Amount Holdback shall be withheld on a pro rata basis from the Nordic Shareholders who otherwise are entitled to such amounts at the Effective Time and shall be governed by the terms set forth herein and in an escrow agreement (the "Indemnity Escrow Agreement") in substantially the form attached hereto as Exhibit E. The Indemnity Escrow (but only up to a maximum of the total ---------- aggregate value of the Indemnity Escrow Holdback) shall be available to satisfy compensate the Indemnitees for any Losses loss, to the extent of the amount of Damages that such Indemnitee has incurred by any Purchaser Indemnified Persons for and which are subject to indemnification hereunder. So long as the Purchaser Indemnified Persons are indemnified pursuant GoodNoise shares remain subject to Section 7.2. If Xxxxxx becomes obligated (whether through mutual agreement between Purchaser and Xxxxxx, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof) to provide indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Purchaser and Xxxxxx shall, if necessary for release of funds from the escrow, execute joint written instructions the Shareholders shall have the right to vote said shares or give a proxy for the same. Furthermore, any distribution of money or property (including additional shares of GoodNoise equity) paid by GoodNoise on the Indemnity Escrow Holdback shall be added to the Indemnity Escrow Agent to disburse the appropriate amounts from the Escrow Amount in accordance with the terms of this Agreement Holdback and the Escrow Agreement. After a period of 18 months from the Closing Date, Purchaser and Xxxxxx shall, if necessary for release of funds from the escrow, execute joint written instructions become subject to the Escrow Agent Indemnity Escrow. Said additions shall thereafter be distributed to disburse any remaining portion the Shareholders upon expiration of the Indemnity Escrow Amount to Xxxxxx, in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, subject to the terms of the Escrow Agreement, if Purchaser does not execute a joint written instruction with Xxxxxx to the Escrow Agent, within 10 days after expiration of the 18-month period described in the preceding sentence and after written request of Xxxxxx to Purchaser to execute such joint written instruction, Purchaser agrees Xxxxxx may unilaterally direct the Escrow Agent to disburse the remaining portion of the Indemnity Escrow Amount to XxxxxxEscrow.