Common use of Indemnity Escrow Clause in Contracts

Indemnity Escrow. Within thirty (30) days of the Effective Date or if earlier, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty The initial source for New Operators’ Indemnified Parties to recover Losses for which they are entitled to be indemnified under this Article V and for the New Owners to recover for Losses (30as defined in the Purchase Agreement) days for which they are entitled to be indemnified under Article VIII of the Effective Date or if earlier, the date Purchase Agreement shall be from that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the certain escrow account held under the Indemnity Escrow Agreement (the “Indemnity EscrowEscrow Account”) an to be held by the escrow agent thereunder (the “Indemnity Escrow Agent”) pursuant to the terms of that certain Escrow Agreement dated on or about the Effective Date, by and among the parties hereto, New Owners and Indemnity Escrow Agent, in the form attached hereto as Exhibit G (the “Indemnity Escrow Agreement”). From the sales proceeds due to Seller at the closing of the APA Sale Transaction, Sellers and/or Existing Operators shall deposit the amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under $500,000 into the Indemnity Escrow Agreement Account which amount shall at fully-fund such account. The Indemnity Escrow Account shall be interest-bearing (payable proportionately to the recipients of distributions with respect thereto), shall be reduced to the amount of $250,000 on August 1, 2014, and shall terminate and be fully released no later than August 1, 2015, all times be under as set forth in the exclusive dominion Indemnity Escrow Agreement, subject in each case to any unresolved claims filed by New Operators on or prior to the applicable disbursement date, and control of such funds in the Indemnity Escrow Account shall remain on deposit with the Indemnity Escrow Agent until the final resolution of such claims. All fees and neither costs associated with the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents Indemnity Escrow Account shall be permitted borne by New Operators. Notwithstanding anything to have funds distributed to them the contrary in the foregoing, if any Professional Liability Losses are paid out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paidAccount, in which case the Agents then Sellers and Existing Operators shall cause within seven (7) days of such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of withdrawal deposit into the Indemnity Escrow Agreement, Account an amount equal to the Agent may withhold two percent (2%) of any Term Loans until amount withdrawn from the Indemnity Escrow Agreement is executed and effective, at which time Account for the Agents shall deposit payment of such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountProfessional Liability Losses.

Indemnity Escrow. Within thirty On the Closing Date, Purchaser shall, on behalf of Seller, pay to ▇▇▇▇▇ Fargo Bank, N.A., as agent to Purchaser and Seller (30) days of the Effective Date or if earlier“Escrow Agent”), in immediately available funds, to the date that account designated by the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Agent (the “Indemnity EscrowEscrow Account”) ), an amount equal to two five percent (25%) of all Term Loans the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. The amounts held under On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Agreement shall at all times be under Amount (to the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have extent not utilized to pay Purchaser Indemnified Parties for any access thereto or right indemnification claim) to make any withdrawal therefromSeller, except that the Agents Escrow Agent shall be permitted retain an amount (up to have funds distributed the total amount then held by the Escrow Agent) equal to them out the sum of (a) the Indemnity Escrow amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent that any Indemnitee is entitled not resolved at such time in writing or pursuant to any indemnification under Section 12.15 hereof from 3.5 (such claims, the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees“Unresolved Claims”). In connection with any Term Loans made prior to the execution and effectiveness of the The Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents Amount retained for Unresolved Claims shall deposit such withheld funds with be released by the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrowerextent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, for its own accountSection 3.5 and the Escrow Agreement.

Indemnity Escrow. Within thirty (30) days At Closing, cash constituting a portion of the Effective Date or if earlier, Purchase Price in the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement amount of Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an amount equal to two percent (2%) of all Term Loans under interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The amounts held under terms and conditions for the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto release or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out forfeiture of the Indemnity Escrow are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in the form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow Agreement”); provided that within one (1) Business Day following the eighteen (18) month anniversary of the Closing Date, the Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow account, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the extent that any Indemnitee is entitled Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”) pursuant to the terms set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and Purchaser and delivered to the Escrow Agent. Within one (1) Business Day after the resolution of a dispute as to any indemnification under Section 12.15 hereof from Disputed Amounts pursuant to the Borrower which is not timely paidterms of the Escrow Agreement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior such resolved Disputed Amounts and (B) to Sellers, the execution and effectiveness remaining balance of the Indemnity Escrow Agreementplus all accrued interest thereon, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, minus any remaining funds held under the Indemnity Escrow Agreement shall be distributed Disputed Amounts. (a) In addition to the Borrowerpayment of the Purchase Price, as consideration for its own accountthe sale, conveyance, assignment, delivery and transfer of the Purchased Assets, Purchaser shall assume the Assumed Liabilities.

Indemnity Escrow. Within thirty (30) days of As soon as practicable after the Effective Date or if earlierTime, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower ▇▇▇▇▇▇▇ shall deposit into the an escrow account held under (the "Indemnity Escrow") with IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company as escrow agent (the "Indemnity Escrow Agreement Agent"), (the “Indemnity Escrow”i) an amount equal to two ten percent (210%) of all Term Loans under this Agreementthe ▇▇▇▇▇▇▇ Shares, (ii) the Revenue Contingent Share Pool and (iii) the Additional Share Pool (collectively, the "Indemnity Escrow Holdback"). The amounts held under the Indemnity Escrow Agreement Holdback shall be withheld on a pro rata basis from the Concept Shareholders who otherwise are entitled to such amounts at all times be under the exclusive dominion and control Effective Time or at the end of the Escrow Agent Measurement Period and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted governed by the terms set forth herein and in an escrow agreement (the "Indemnity Escrow Agreement") in substantially the form attached hereto as EXHIBIT F. The Indemnity Escrow (but only up to have funds distributed to them out a maximum of the total aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent of the amount of Damages that such Indemnitee has incurred by reason of the breach by Concept of any representation, warranty, covenant or agreement of Concept contained herein, or by reason of any misrepresentation by Concept made in or pursuant to Section 3 of this Agreement or in any certificate delivered by Concept pursuant to this Agreement; provided, however, that any Indemnitee claim or Legal Proceeding for which indemnity is entitled to any indemnification under Section 12.15 hereof sought shall be satisfied from the Borrower which Indemnity Escrow Holdback in the following priority: (i) from the ten percent (10%) of the ▇▇▇▇▇▇▇ Shares deposited in escrow, (ii) from the Revenue Contingent Share Pool (so long as indemnity is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made sought prior to the execution end of the Indemnification Period) and effectiveness (iii) from the Additional Share Pool (so long as indemnity is sought prior to the end of the Indemnification Period). No shareholder of Concept shall have any personal obligation to indemnify Indemnitee hereunder, such obligation shall extend only to such shareholders interest in the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountHoldback.

Indemnity Escrow. Within thirty (30) days of Notwithstanding anything to the Effective Date or if earliercontrary in this Agreement, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal any claim for indemnification to two percent (2%) of all Term Loans which Buyer Indemnified Persons are entitled under this Agreement. The amounts held under Agreement pursuant to Section 8.1(a)(i) and (iv) will be satisfied solely from the Indemnity Escrow Agreement shall at all times be under Funds, and in accordance with the exclusive dominion and control terms of the Escrow Agent Agreement and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefromthis Agreement, except that the Agents shall and Buyer Indemnified Persons will not be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any payment from any source other than the Escrow Funds for any such indemnification claim. For as long as there are funds in the account maintained under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, any and all amounts payable by Seller, as Indemnifying Party to a Buyer Indemnified Person with 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 Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds thereafter by Seller in accordance with payment instructions provided by Buyer. Seller and 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 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 held under less an amount sufficient to satisfy all such agreement Pending Claims made since that date of any prior distribution (with such deposit credited against or the Borrower’s obligations under Closing Date in the case of the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been distribution) until each such Pending Claim is fully satisfiedand finally resolved, any remaining funds held under the Indemnity Escrow Agreement shall in each case to such account or accounts as may be distributed specified by Seller in writing to the Borrower, for its own accountEscrow Agent prior to such date.

Indemnity Escrow. Within thirty (30) days On the Closing Date, Purchaser, on behalf of the Effective Date or if earlierSelling Subsidiaries, shall pay to the date that Escrow Agent in immediately available funds, in a separately identified account (apart from the Indemnity TSA Escrow Agreement is executed and effectiveAmount) designated by the Escrow Agent, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement an amount equal to $2,000,000 (the “Indemnity EscrowEscrow Amount”) ), in accordance with the terms of this Agreement and the Escrow Agreement. Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be paid first from the Indemnity Escrow Amount. On each of the first and second anniversaries of the Closing Date, the Indemnity Escrow Agent shall release $500,000 of the Indemnity Escrow Amount to Seller, provided that, if one or more claims for indemnification are then pending or have been asserted, the amount of the escrow that shall be released to Seller at each such time shall be an amount equal to two percent the difference between $500,000 and the amount of all such claims then pending or asserted which have not been reserved against by retaining prior escrow amounts. On the third anniversary of the Closing Date, the Escrow Agent shall release the remainder (2%if any) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right Amount to make any withdrawal therefromSeller, except that the Agents Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article X asserted prior to such 3 year anniversary but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay Purchaser for any Indemnitee is entitled to any indemnification such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article X. The Indemnity Escrow Amount shall constitute collateral security for the obligations of Seller under Section 12.15 hereof from this Article X; and the Borrower which is not timely paidEscrow Agent shall, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior pursuant to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent agree to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, act as collateral agent for its own accountPurchaser.

Indemnity Escrow. Within thirty On the Closing Date, Parent shall, on behalf of Seller, deliver to U.S. Bank, National Association, as agent to Parent and Seller (30the "Escrow Agent"), to an account designated by the Escrow Agent, an amount in immediately available funds equal to $3.5 million (the "Cash Escrow Amount") days and that number of shares of Parent Common Stock equal to the Effective Date or if earlierquotient of $6.5 million divided by the Closing Share Price (the "Escrowed Shares" and together with the Cash Escrow Amount, the date that "Indemnity Escrow Amount"), in accordance with the terms of this Agreement and the Escrow Agreement in substantially the form attached hereto as Exhibit A, which will be executed at the Closing, by and among Parent, Seller and the Escrow Agent (the "Escrow Agreement"). Any payment Seller is obligated to make to any Parent Indemnified Parties pursuant to Article X shall be paid, to the extent there are sufficient funds in the Indemnity Escrow Agreement is executed and effectiveAccount, by release of funds to the Borrower shall deposit into the escrow account held under Parent Indemnified Parties from the Indemnity Escrow Agreement (Account by the “Indemnity Escrow”) an amount equal to two percent (2%) of all Term Loans under this Escrow Agent in accordance with the terms set forth in the Escrow Agreement. The amounts held under Escrow Agent shall release the Indemnity Escrow Agreement shall at all times be under Amount (to the exclusive dominion and control of extent not utilized to pay Purchaser for any indemnification claim) to Seller in accordance with the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount retained by the Escrow Agent and neither for any claims for indemnification under Article X asserted but not settled before the Borrower nor applicable release date under the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents Escrow Agreement ("Unresolved Claims") shall be permitted to have funds distributed to them out of released by the Indemnity Escrow Agent (to the extent that not utilized to pay Purchaser for any Indemnitee is entitled to any indemnification under Section 12.15 hereof from such claims resolved in favor of Purchaser) upon their resolution in accordance with Article X and the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.

Indemnity Escrow. Within thirty (30a) days The amounts of any Damages payable to the Effective Date or if earlierParent Indemnified Parties under Section 8.2 shall, in each case, be paid by release out of cash held in the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Account (the “Indemnity EscrowIndemnification Escrow Property ”) an amount equal to two percent the applicable Parent Indemnified Party from the Escrow Account. (2%b) On the Survival Termination Date, the Escrow Agent shall release all or a portion of all Term Loans the Indemnification Escrow Property to the Escrow Participating Holders such that, following such release, the amounts remaining in the Escrow Account equals only the amount, if any, of claims for indemnification under this AgreementSection 8.2 properly asserted prior to such date by the Parent Indemnified Parties in writing in accordance with Article VIII but not yet resolved as of the Survival Termination Date (the “Unresolved Claims ”). Such amounts shall be released to the Escrow Participating Holders, pro rata in accordance with their respective Escrow Percentages. The amounts held under retained in the Indemnity Escrow Agreement Account in respect of any Unresolved Claim shall at all times be under released by the exclusive dominion Escrow Agent upon final resolution of any Unresolved Claim in respect of which such amounts had been retained (to the extent not utilized to satisfy valid claims for indemnification pursuant to Section 8.2) in accordance with this Section 8.7 and control the terms of the Escrow Agent Agreement. (c) Promptly (and neither the Borrower nor the Agents shall have in any access thereto or right to make event within five (5) business days) upon any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is person becoming entitled to any indemnification under Section 12.15 hereof release of amounts from the Borrower which is not timely paid, in which case Escrow Account pursuant to this Article VIII or the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, Parent and the Holder Representative shall execute joint written instructions to the Escrow Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with instructing the Escrow Agent to be held under so release such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountamounts.

Indemnity Escrow. Within thirty (30) days of As soon as practicable after the Effective Date or if earlierTime, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower GoodNoise shall deposit into the an escrow account held under (the "Indemnity Escrow") with a national bank or other financial institution reasonably acceptable to Nordic, as escrow agent (the "Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two Agent"), twenty percent (220%) of all Term Loans under this Agreementthe GoodNoise Shares (the "Indemnity Escrow Holdback"). The amounts held under the Indemnity Escrow Agreement Holdback shall be withheld on a pro rata basis from the Nordic Shareholders who otherwise are entitled to such amounts at all times the Effective Time and shall be under governed by the exclusive dominion terms set forth herein and control 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 Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out total ---------- aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent of the amount of Damages that such Indemnitee has incurred and which are subject to indemnification hereunder. So long as the GoodNoise shares remain subject to escrow, the Shareholders shall have the right to vote said shares or give a proxy for the same. Furthermore, any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be distribution of money or property (including additional shares of GoodNoise equity) paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of by GoodNoise on the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until Holdback shall be added to the Indemnity Escrow Agreement is executed Holdback and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent become subject to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement Escrow. Said additions shall thereafter be distributed to the Borrower, for its own accountShareholders upon expiration of the Indemnity Escrow.

Indemnity Escrow. Within thirty (30a) days The amounts of any Damages payable to the Effective Date or if earlierParent Indemnified Parties under Section 8.2 shall, in each case, be paid by release out of cash held in the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement Account (the “Indemnity EscrowIndemnification Escrow Property”) an amount equal to two percent the applicable Parent Indemnified Party from the Escrow Account. (2%b) On the Survival Termination Date, the Escrow Agent shall release all or a portion of all Term Loans the Indemnification Escrow Property to the Escrow Participating Holders such that, following such release, the amounts remaining in the Escrow Account equals only the amount, if any, of claims for indemnification under this AgreementSection 8.2 properly asserted prior to such date by the Parent Indemnified Parties in writing in accordance with Article VIII but not yet resolved as of the Survival Termination Date (the “Unresolved Claims”). Such amounts shall be released to the Escrow Participating Holders, pro rata in accordance with their respective Escrow Percentages. The amounts held under retained in the Indemnity Escrow Agreement Account in respect of any Unresolved Claim shall at all times be under released by the exclusive dominion Escrow Agent upon final resolution of any Unresolved Claim in respect of which such amounts had been retained (to the extent not utilized to satisfy valid claims for indemnification pursuant to Section 8.2) in accordance with this Section 8.7 and control the terms of the Escrow Agent Agreement. (c) Promptly (and neither the Borrower nor the Agents shall have in any access thereto or right to make event within five (5) business days) upon any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is person becoming entitled to any indemnification under Section 12.15 hereof release of amounts from the Borrower which is not timely paid, in which case Escrow Account pursuant to this Article VIII or the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, Parent and the Holder Representative shall execute joint written instructions to the Escrow Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with instructing the Escrow Agent to be held under so release such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own accountamounts.

Indemnity Escrow. Within thirty (30) days of As soon as practicable after the Effective Date or if earlierTime, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower GoodNoise shall deposit into the an escrow account held under (the "Indemnity Escrow") with a national bank or other financial institution reasonably acceptable to Emusic, as escrow agent (the "Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two Agent"), twenty percent (220%) of all Term Loans under this Agreementthe GoodNoise Shares (the "Indemnity Escrow Holdback"). The amounts held under the Indemnity Escrow Agreement Holdback shall be withheld on a pro rata basis from the Emusic Shareholders who otherwise are entitled to such amounts at all times the Effective Time and shall be under governed by the exclusive dominion terms set forth herein and control 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 Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out total ---------- aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent of the amount of Damages that such Indemnitee has incurred and which are subject to indemnification hereunder. So long as the GoodNoise shares remain subject to escrow, the Shareholders shall have the right to vote said shares or give a proxy for the same. Furthermore, any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be distribution of money or property (including additional shares of GoodNoise equity) paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of by GoodNoise on the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until Holdback shall be added to the Indemnity Escrow Agreement is executed Holdback and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent become subject to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement Escrow. Said additions shall thereafter be distributed to the Borrower, for its own accountShareholders upon expiration of the Indemnity Escrow.

Indemnity Escrow. Within thirty (30a) days Subject to the limitations set forth in this Article X, within three Business Days after a Buyer Indemnitee becomes entitled to payment of indemnification for a Direct Claim or Third-party Claim under Section 10.1(a)(i): (i) If there are funds remaining in the Indemnity Escrow, Buyer and Shareholder shall execute and deliver a joint written instruction to the Escrow Agent to make such payment to the Buyer Indemnitee out of the Effective Date or if earlier, the date that Indemnity Escrow; and (ii) If the Indemnity Escrow has been fully reserved in respect of pending claims, exhausted or otherwise released in accordance with this Agreement and the Escrow Agreement, any Losses not otherwise satisfied pursuant to Section 10.5(a)(i), shall be satisfied by payment of all sums due and owing from Shareholder to the Buyer Indemnitee by wire transfer of immediately available funds to an account or accounts designated in writing by the Buyer Indemnitee. (b) Subject to the limitations set forth in this Article X, within three Business Days after a Buyer Indemnitee becomes entitled to payment of indemnification for a Direct Claim or Third-party Claim under any of Sections 10.1(a)(ii)-(vii): (i) If there are funds remaining in the Indemnity Escrow, and the Buyer Indemnitee elects for such Losses to be satisfied from the Indemnity Escrow, then Buyer and Shareholder shall execute and deliver a joint written instruction to the Escrow Agent to make such payment to the Buyer Indemnitee out of the Indemnity Escrow; and (ii) If the Buyer Indemnitee elects for such Losses to be satisfied by Shareholder directly, then such Losses shall be satisfied by payment of all sums due and owing from Shareholder to the Buyer Indemnitee by wire transfer of immediately available funds to an account or accounts designated in writing by the Buyer Indemnitee. (c) Except as otherwise provided in this Article X, payment for any Losses suffered by any Indemnitee pursuant to this Article X shall be made (i) when the Buyer Indemnitee and Shareholder (if the Indemnitee is executed a Buyer Indemnitee), or Buyer and effectiveShareholder (if the Indemnitee is Shareholder) agree on the amount of such Losses, or (ii) when the Borrower shall deposit into amount of Losses is finally adjudicated. (d) If, on the escrow account held under nine-month anniversary of the Closing Date (the “Initial Release Date”), no Third-party Claim Notice of Direct Claim Notice has been provided by a Buyer Indemnitee to Shareholder hereunder, then within three Business Days thereafter, Buyer and Shareholder shall, by joint written instruction, direct the Escrow Agent to release to Shareholder from the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent $1,586,000 (2%) it being understood, for the avoidance of all Term Loans under this Agreement. The amounts held under doubt, that if, as of the Initial Release Date, a Buyer Indemnitee has provided a Third-party Claim Notice or Direct Claim Notice to Shareholder, then no release from the Indemnity Escrow Agreement shall at all times be under occur pursuant to this sentence). On the exclusive dominion date that is 3 Business Days after the 18-month anniversary of the Closing Date (the “Second Release Date”), Buyer and control of Shareholder shall, by joint written instruction, direct the Escrow Agent and neither to release to Shareholder the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of remaining amounts in the Indemnity Escrow minus the aggregate amount of Losses reserved in respect of pending claims made by Buyer Indemnitees pursuant to this Article X. To the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof amount has been reserved and withheld from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of distribution from the Indemnity Escrow Agreementon the Second Release Date on account of an unresolved claim for indemnification and, subsequent to the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement Second Release Date, such claim is executed resolved, Buyer and effectiveShareholder shall, at which time the Agents shall deposit such withheld funds with within three Business Days thereafter, by joint written instruction, direct the Escrow Agent to be held under such agreement release (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed i) to the BorrowerBuyer Indemnitee(s) the amount of Losses, for its own accountif any, due in respect of such claim as finally resolved, and (ii) to Shareholder an amount equal to the excess, if any, of the amount theretofore reserved and withheld from distribution in respect to such claim over the payment, if any, made pursuant to the foregoing clause (i).