Common use of Manner of Payment; Escrow Clause in Contracts

Manner of Payment; Escrow. (a) Any indemnification of the Purchaser Indemnitees or the Company Indemnitees pursuant to this Article 9 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Purchaser Indemnitees or Company Indemnitees, as the case may be, within 15 days after the final determination thereof; provided that any indemnification owed by the Company Equityholders to the Purchaser Indemnitees pursuant to Section 9.2(a) shall be satisfied from the funds then remaining in the Escrow Account. (b) Any funds remaining in the Escrow Account as of the Survival Period Termination Date (minus the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made against such funds and not fully resolved prior to such date) shall be released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. At any time following the Survival Period Termination Date, to the extent the funds held in the Escrow Account exceed the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made prior to such Survival Period Termination Date and not fully resolved prior to the time of determination, the excess funds shall be promptly released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. (c) The Representative and the Surviving Entity shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to make any distributions from the Escrow Account expressly provided for herein. (d) Each of Parent, Merger Sub, the Company and the Surviving Entity shall have no obligations, responsibilities or liabilities whatsoever to the Company Equityholders with respect to the distribution to the Company Equityholders by the Representative of funds received by the Representative from the PPA Escrow Account, Indemnity Escrow Account or Representative Expense Fund Account.

Manner of Payment; Escrow. (a) Any payments for indemnification of the Purchaser Buyer Indemnitees or the Company Seller Indemnitees pursuant to this Article 9 or Section 6.13(j) shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Purchaser Buyer Indemnitees or Company Seller Indemnitees, as the case may be, within 15 fifteen (15) days after the final determination thereof; provided that provided, however, that: (i) any indemnification owed by the Company Equityholders obligation to the Purchaser Buyer Indemnitees pursuant to Section 9.2(a) (except for any indemnification obligation to Buyer Indemnitees with respect to any breach of any Fundamental Representation) hereunder shall be satisfied in the following order: (A) in the first instance, from the funds then remaining Indemnity Escrow Amount until the Indemnity Escrow Amount is, or would be, exhausted, released or otherwise reserved for pending claims in accordance with the provisions of this Agreement, after which (B) in the last instance, all other indemnification obligations contemplated by this subclause (i) in excess of such amount shall be satisfied by and subject to the terms of the R&W Insurance Policy; (ii) any indemnification obligation to the Buyer Indemnitees pursuant to Section 6.13(j) shall be satisfied in the following order: (A) until the retention amount under the R&W Insurance Policy is met in full (1) in the first instance, from the Indemnity Escrow AccountAccount until the Indemnity Escrow Amount is, or would be, exhausted, released or otherwise reserved for pending claims in accordance with the provisions of this Agreement, after which (2) in the second instance, from the Tax Escrow Account until the Tax Escrow Amount is, or would be exhausted, released or otherwise reserved for pending claims in accordance with the provisions of this Agreement; and (B) after the retention amount under the R&W Insurance Policy shall have been met in full, any other indemnification obligations contemplated by this subclause (ii) in excess of the amounts contemplated by subclause (ii)(A) above shall be satisfied by and subject to the terms of the R&W Insurance Policy; and (iii) (A) until the retention amount under the R&W Insurance Policy is met in full, the sole recourse of the Buyer Indemnitees for any indemnification obligation pursuant to Section 9.2(a)(i) hereunder with respect to any breach of any Fundamental Representation shall be (1) in the first instance, the Indemnity Escrow Account until the Indemnity Escrow Amount is, or would be, exhausted, released or otherwise reserved for pending claims in accordance with the provisions of this Agreement and (2) thereafter, the Holdback Amount held by Sellers’ Representative pursuant to Section 9.9; and (B) after the EAST\134549672.25 74 retention amount under the R&W Insurance Policy shall have been met in full, any indemnification obligation pursuant to Section 9.2(a)(i) hereunder with respect to any breach of any Fundamental Representation (1) shall be first satisfied by and subject to the terms of the R&W Insurance Policy, and (2) after the Buyer Indemnitees exhaust all funds and collection rights under the R&W Insurance Policy, then in the last instance, the sole recourse of the Buyer Indemnitees for any indemnification obligation pursuant to Section 9.2(a)(i) hereunder with respect to any breach of any Fundamental Representation shall be from the Holdback Amount held by Sellers’ Representative pursuant to Section 9.9. (b) Any funds portion of the Indemnity Escrow Amount remaining in the Indemnity Escrow Account as of the Survival Period Termination Date and any portion of Tax Escrow Amount remaining in the Tax Escrow Account at the expiry of the Tax Claims Survival Period (minus the aggregate amount claimed by the Purchaser Buyer Indemnitees pursuant to timely claims made against such funds in accordance with this Agreement and not fully resolved prior to such date) shall be released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage InterestSellers’ Representative. At any time following the Survival Period Termination Date, to the extent the funds held portion of the Indemnity Escrow Amount remaining in the Indemnity Escrow Account exceed exceeds the aggregate amount claimed by the Purchaser Buyer Indemnitees pursuant to timely claims made prior to such Survival Period Termination Date and not fully resolved prior to the time of determination, the such excess funds shall be promptly released to Sellers’ Representative (on behalf of the Sellers). At any time following the expiry of the Tax Claims Survival Period, to the extent the portion of the Tax Escrow Amount remaining in the Tax Escrow Account exceeds the aggregate amount claimed by the Buyer Indemnitees pursuant to timely claims made prior to the expiry of the Tax Claims Survival Period and not fully resolved prior to the time of determination, such excess shall be promptly released to Sellers’ Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest(on behalf of the Sellers). (c) The Sellers’ Representative and the Surviving Entity Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to make any distributions from the Indemnity Escrow Account expressly and/or the Tax Escrow Account as provided for herein. (d) Each of Parent, Merger Sub, the Company and the Surviving Entity shall have no obligations, responsibilities or liabilities whatsoever to the Company Equityholders with respect to the distribution to the Company Equityholders by the Representative of funds received by the Representative from the PPA Escrow Account, Indemnity Escrow Account or Representative Expense Fund Account.

Manner of Payment; Escrow. (a) Any indemnification of the Purchaser Indemnitees or the Company Indemnitees pursuant to this Article 9 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Purchaser Indemnitees or Company Indemnitees, as the case may be, within 15 days after the final determination thereof; provided that any indemnification owed by the Company Equityholders to the Purchaser Indemnitees Indemnified Parties pursuant to Section 9.2(a) 9.2 shall first be paid from the Indemnity Escrow Fund (in which case the Equityholders’ Representative, on behalf of the Equityholders, and Purchaser shall promptly deliver any instruction or other documentation required by the Escrow Agent to permit such payment to such Purchaser Indemnified Parties). If the Indemnity Escrow Funds are insufficient to satisfy such indemnification obligation in full (taking into account the applicable limitations on indemnification set forth in this Article IX), then, the Equityholders shall be directly liable to the Purchaser Indemnified Parties (on a several and not joint basis) in accordance with the proportion that such Equityholder’s Individual Equityholder Cap bears to the Overall Indemnification Cap (subject to the applicable limitations set forth in this Article IX). Upon the expiration of the General Survival Period pursuant to Section 9.1, the Escrow Agent shall, in accordance with the terms of the Escrow Agreement, disburse to first to Geneia in accordance with the Allocation Schedule (as may be updated after Closing to reflect the inclusion of any Exercising Company Option Holder) and in satisfaction of any portion of the Geneia Deferred Payoff Amount not previously satisfied from the funds then remaining or included in the Geneia Deferred Payoff Escrow Account. Amount and second, to the extent any such amount remains, (bi) Any funds remaining in the balance of the Indemnity Escrow Account Fund as of the expiration of General Survival Period Termination Date Period, less (minus ii) the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made against such funds and not fully resolved prior to such date) shall be released to Indemnified Parties from the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. At any time following the Survival Period Termination Date, to the extent the funds held Indemnity Escrow Fund in the Escrow Account exceed the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made prior to such Survival Period Termination Date and not fully resolved prior to the time of determination, the excess funds shall be promptly released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. (c) The Representative and the Surviving Entity shall deliver joint written instructions all claim notices delivered to the Escrow Agent instructing the Escrow Agent to make any distributions from the Escrow Account expressly provided for herein. (d) Each of Parent, Merger Sub, the Company and the Surviving Entity shall have no obligations, responsibilities Equityholder Representative on or liabilities whatsoever prior to the Company Equityholders with respect expiration of the General Survival Period that Purchaser and the Equityholder Representative have not resolved as of the expiration of the General Survival Period; provided, however, that an Equityholder shall only be entitled to receive such distributions if such Equityholder has previously delivered to the distribution to the Company Equityholders by the Representative of funds received by the Representative from the PPA Escrow Account, Indemnity Escrow Account or Representative Expense Fund AccountPayments Administrator such Equityholder’s duly executed and completed Transmittal Letter.

Manner of Payment; Escrow. (a) Any indemnification owing to any Buyer Indemnitees under Section 9.2(a) shall be paid as follows: (i) first, to the extent the indemnification claim is covered by, and recoverable under, the R&W Policy, such indemnification obligations shall be satisfied out the R&W Policy; (ii) second, to the extent the indemnification claim is not covered by or, after using commercially reasonable efforts to recover, not recoverable under the R&W Policy, or the R&W Policy is insufficient to fully cover the indemnification claim (including with respect to any Losses that are not payable under the R&W Policy by virtue of the Purchaser retention thereunder), to the extent there are available Indemnity Escrow Funds (and subject to any applicable limitations in Section 9.4), such indemnification obligations shall be satisfied by release of such Indemnity Escrow Funds to the Buyer Indemnitee from the Indemnity Escrow Account by the Escrow Agent; and (iii) third, and only with respect to Losses (A) indemnifiable pursuant to Section 9.2(a) (other than Section 9.2(a)(i)), (B) resulting or arising from breaches or inaccuracies of any Fundamental Representation, or (C) resulting or arising from Fraud by a Party (or a Seller with respect to such Seller’s Letter of Transmittal or Option Letter) in connection with the transactions contemplated by this Agreement, and for no other Losses whatsoever, to the extent the R&W Policy and the Indemnity Escrow Funds are insufficient to pay any remaining sums due to Buyer Indemnitees on account of the foregoing subparts (A) through (C), and subject to any applicable limitations in Section 9.4, each Seller shall pay its Pro Rata Share of such amount to the Buyer Indemnitee(s). (b) Any indemnification owing to any Buyer Indemnitees by a Seller pursuant to Section 9.2(b) shall be paid as follows: (i) first, to the extent the indemnification claim is covered by, and recoverable under, the R&W Policy, such indemnification obligations shall be satisfied out the R&W Policy; (ii) second, to the extent the indemnification claim is not covered by or, after using commercially reasonable efforts to recover, not recoverable under the R&W Policy, or the R&W Policy is insufficient to fully cover the indemnification claim (including with respect to any Losses that are not payable under the R&W Policy by virtue of the retention thereunder), to the extent there are available Indemnity Escrow Funds (and subject to any applicable limitations in Section 9.4), such indemnification obligations shall be satisfied by release of such Indemnity Escrow Funds to the Buyer Indemnitee from the Indemnity Escrow Account by the Escrow Agent; provided, however, that to the extent a Buyer Indemnitee satisfies a Loss from the Indemnity Escrow Account pursuant to this Section 9.8(b)(ii), such Seller shall promptly contribute to the Indemnity Escrow Account the amount of such Loss that is so satisfied; and (iii) third, to the extent the R&W Policy and Indemnity Escrow Funds are insufficient to pay any remaining sums due to the Buyer Indemnified Parties (and subject to any applicable limitations in Section 9.4), such Seller shall pay such amount to the Buyer Indemnitee(s). (c) Any indemnification of the Buyer Indemnitees or the Company Seller Indemnitees pursuant to this Article Section 9 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Purchaser Buyer Indemnitees or Company Seller Indemnitees, as the case may be, within 15 ten (10) days after the final determination thereof; provided provided, however, that any indemnification owed by the Company Equityholders Sellers to the Purchaser Buyer Indemnitees pursuant to Section 9.2(a) 9.2 shall be satisfied from the funds then remaining in the Escrow Accountpursuant to Section 9.8(a) or Section 9.8(b), as applicable. (bd) Any On the Release Date, any remaining funds remaining in the Escrow Account as of the Survival Period Termination Date (minus other than the aggregate amount claimed by the Purchaser Buyer Indemnitees pursuant to claims made against such funds and not fully resolved prior to such date) shall be promptly released to the account designated by the Representative (for the benefit of the Sellers) for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interestthe Sellers in accordance with Section 2.11. At any time following the Survival Period Termination Release Date, to the extent the funds held in the Escrow Account exceed the aggregate amount claimed by the Purchaser Buyer Indemnitees pursuant to claims made prior to such Survival Period Termination Date the Release Date, and not fully resolved prior to the time of determination, the excess funds shall be promptly released to the account designated by the Representative (for the benefit of the Sellers) for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interestthe Sellers in accordance with Section 2.11. (ce) The Representative and the Surviving Entity Parent shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to make any distributions from the Escrow Account that are expressly provided for herein. (d) Each of Parent, Merger Sub, the Company and the Surviving Entity shall have no obligations, responsibilities or liabilities whatsoever to the Company Equityholders with respect to the distribution to the Company Equityholders by the Representative of funds received by the Representative from the PPA Escrow Account, Indemnity Escrow Account or Representative Expense Fund Account.

Manner of Payment; Escrow. (a) Any indemnification of To the extent Purchaser Indemnitees or the Company Indemnitees any Purchaser’s Indemnified Person is entitled to recover pursuant to this Article 9 IX from the Indemnity Escrow Fund or from any Seller, as applicable, a payment shall be effected by wire transfer of immediately available funds from the applicable Persons Indemnity Escrow Fund or such Seller, as applicable, to an account or accounts designated in writing by the applicable Purchaser Indemnitees or Company Indemnitees, as the case may bePurchaser, within 15 days after the final determination thereof; provided that any indemnification owed by the Company Equityholders to the Purchaser Indemnitees pursuant to Section 9.2(a) shall be satisfied from the funds then remaining in the Escrow Account. (b) With respect to any indemnification in favor of any Sellers or any Sellers’ Indemnified Party pursuant to this Article IX, a payment shall be effected by wire transfer of immediately available funds from the Purchaser or its affiliate, to an account or accounts designated in writing by such Seller Indemnified Party, within 15 days after the determination thereof. (c) Any funds amount remaining in the Indemnity Escrow Account as of the General Survival Period Termination Expiration Date (minus the aggregate amount reasonably claimed in good faith by Purchaser or the Purchaser Indemnitees Purchaser’s Indemnified Persons pursuant to claims made against such funds and not fully resolved prior to such date) shall be released by the Indemnity Escrow Agent and disbursed to the Member Representative for distribution the benefit of the Sellers. Within five (5) Business Days after any such disbursement to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. At any time following the Survival Period Termination DateMember Representative, to the extent the funds held in the Indemnity Escrow Account exceed the aggregate amount reasonably claimed in good faith by the Purchaser Indemnitees or Purchaser’s Indemnified Persons pursuant to claims made prior to such the General Survival Period Termination Date Expiration Date, and not fully resolved prior to the time of determination, the excess funds shall be promptly released by the Indemnity Escrow Agent and such funds shall be disbursed by the Member Representative to the Representative for distribution Sellers, allocating such funds among the Sellers in the manner distributions would have been allocated among Sellers in their capacity as members of the Company pursuant to each applicable the terms and subject to the conditions of the Company Equityholder according to each respective Company Equityholder’s Percentage InterestLLC Agreement. (cd) The Member Representative and the Surviving Entity Purchaser shall deliver joint written instructions to the Indemnity Escrow Agent instructing the Indemnity Escrow Agent to make any distributions from the Indemnity Escrow Account expressly provided for herein. (d) Each of Parent, Merger Sub, the Company and the Surviving Entity shall have no obligations, responsibilities or liabilities whatsoever to the Company Equityholders with respect to the distribution to the Company Equityholders by the Representative of funds received by the Representative from the PPA Escrow Account, Indemnity Escrow Account or Representative Expense Fund Account.

Manner of Payment; Escrow. (a) Any indemnification of the Purchaser Indemnitees Buyer Indemnified Parties or the Company Indemnitees Seller Indemnified Parties pursuant to this Article 9 Section 6.2 shall be effected by wire transfer of immediately available funds from the applicable Persons Sellers’ Representative or Buyer, as the case may be, to an account designated in writing by the applicable Purchaser Indemnitees Buyer Indemnified Party or Company IndemniteesSeller Indemnified Party, as the case may be, within 15 fifteen (15) days after a determination thereof that is binding on the final determination thereofIndemnitor; provided provided, however, that (i) any indemnification owed by the Company Equityholders Sellers to the Purchaser Indemnitees pursuant to Section 9.2(a) Buyer Indemnified Parties first shall be satisfied paid from the funds then remaining in the Escrow Account. (b) Any funds remaining Funds in the Escrow Account as of the Survival Period Termination Date (minus the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made against such funds in which case Andatha and not fully resolved prior to such date) shall be released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. At any time following the Survival Period Termination Date, to the extent the funds held in the Escrow Account exceed the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made prior to such Survival Period Termination Date and not fully resolved prior to the time of determination, the excess funds shall be promptly released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. (c) The Representative and the Surviving Entity Buyer shall deliver joint written instructions to the Escrow Agent instructing any instruction or other documentation required by the Escrow Agent to make any distributions from permit such payment to Buyer (or its designees)), and then, if the Escrow Account expressly provided for herein. (d) Each of ParentFunds are insufficient to satisfy such indemnification obligation in full, Merger SubSellers’ Representative shall pay Buyer, in immediately available funds, the Company unsatisfied portion of any such payment obligation, and the Surviving Entity shall have no obligations, responsibilities or liabilities whatsoever (ii) any indemnification owed by Sellers to the Company Equityholders with respect Buyer Indemnified Parties or by Buyer to the distribution Seller Indemnified Parties, as the case may be, may, at the Indemnitee’s election, be satisfied by set-off against any amounts due or payable by such Indemnitee to the Company Equityholders Indemnitor including without limitation, any amount payable to such Indemnitor, excluding any amount payable under the Promissory Note. On or around the date that is nine months after the Closing Date (the “Initial Release Date”), Buyer and Andatha shall jointly instruct the Escrow Agent to disburse to Sellers the amount, if any, by which the Representative Escrow Funds, less a reasonable reserve amount (to be determined jointly by Buyer and Andatha in good faith) in respect of funds received any claims submitted by any Buyer Indemnified Parties prior to the Representative from Initial Release Date in accordance with this ARTICLE VI that remain pending as of such date (including claims that are the PPA subject of a Dispute Notice or that are otherwise unsatisfied as of such date, such as (by way of example) claims for which a Direct Claim Notice has been delivered but for which the thirty (30) day objection period has not expired), exceed $200,000. On the date that is one year after the Closing Date (the “Final Release Date”), Buyer and Andatha shall jointly instruct the Escrow AccountAgent to disburse to Sellers the balance of the Escrow Funds, Indemnity Escrow Account less a reasonable reserve amount (to be determined jointly by Buyer and Andatha in good faith) in respect of any claims submitted by any Buyer Indemnified Parties prior to the Final Release Date in accordance with this ARTICLE VI that remain pending as of such date (including claims that are the subject of a Dispute Notice or Representative Expense Fund Accountthat are otherwise unsatisfied as of such date, such as (by way of example) claims for which a Direct Claim Notice has been delivered but for which the thirty (30) day objection period has not expired).

Manner of Payment; Escrow. (a) Any indemnification of the Purchaser Indemnitees Buyer Indemnified Parties or the Company Indemnitees Seller Stockholder Indemnified Parties pursuant to this Article 9 X shall be effected by wire transfer of immediately available funds from Seller Stockholder Representative or Buyer, as the applicable Persons case may be, to an account designated in writing by the applicable Purchaser Indemnitees Buyer Indemnified Party or Company IndemniteesSeller Stockholder Indemnified Party, as the case may be, within 15 five (5) days after a determination thereof that is binding on the Indemnity Administrator, whether pursuant to a final determination thereofjudgment, settlement or agreement among the parties hereto; provided provided, however, that any indemnification owed by the Company Equityholders Seller Stockholders to the Purchaser Indemnitees pursuant to Section 9.2(a) shall Buyer Indemnified Parties may, at Buyer’s election, be satisfied from the funds then remaining in out of the Escrow Account. (b) Any funds remaining in Funds. If Buyer elects, by written notice to Seller Stockholder Representative, to satisfy any indemnification owed by the Seller Stockholders to the Buyer Indemnified Parties out of the Escrow Account as Funds, Seller Stockholder Representative and Buyer shall, within five (5) days after the determination of the Survival Period Termination Date (minus the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made against such funds and not fully resolved prior to such date) shall be released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. At any time following the Survival Period Termination Datethereof, to the extent the funds held in the Escrow Account exceed the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made prior to such Survival Period Termination Date and not fully resolved prior to the time of determination, the excess funds shall be promptly released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. (c) The Representative and the Surviving Entity shall deliver a joint written instructions instruction to the Escrow Agent instructing the Escrow Agent to make any distributions from release the appropriate portion of each of the Indemnity Escrow Account expressly provided Fund and the Adjustment Escrow Fund to an account designated by Buyer. Xxxxx acknowledges and confirms that, except in the case of Fraud, the Indemnity Escrow Fund and the R&W Insurance Policy are the sole US-DOCS\131312541.20 recourse for hereinthe Buyer Indemnified Parties with respect to indemnification claims pursuant to Section 10.2(a)(i). (db) Each If a payment obligation of Parentany Seller Stockholder under Section 10.2(b) is satisfied from the Indemnity Escrow Fund, Merger Subthen (1) such Seller Stockholder immediately shall be obligated to contribute to the Indemnification Escrow Account the amount of all such Losses so satisfied that are satisfied from such account and attributable to such Seller Stockholder, the Company (2) Seller Stockholder Representative shall use its commercially reasonable efforts to cause such Seller Stockholder to comply with such contribution obligation, (3) each of Buyer and the Surviving Entity Seller Stockholder Representative shall have no be entitled to bring an Action against such Seller Stockholder seeking to enforce such contribution obligation and such Seller Stockholder shall be obligated, over and above its payment obligations, responsibilities or liabilities whatsoever and without giving effect to any of the Company Equityholders with respect limitations in this Article X, to reimburse each of Buyer and Seller Stockholder Representative for costs of collection (including attorneys’ fees) and (4) the distribution to diminution in the Company Equityholders by the Representative of funds received by the Representative Escrow Funds resulting from the PPA Escrow Account, Indemnity Escrow Account or Representative Expense Fund Accountsatisfaction of Losses pursuant to this proviso shall not otherwise alter the obligations of the parties to this Agreement.

Manner of Payment; Escrow. (a) Any indemnification of the Purchaser Indemnitees Indemnified Parties or the Company Indemnitees Seller Indemnified Parties pursuant to this Article 9 Section 8.01 shall be effected by wire transfer of immediately available funds from the applicable Persons Sellers or Purchaser, as the case may be, to an account designated in writing by the applicable Purchaser Indemnitees Indemnified Party or Company IndemniteesSeller Indemnified Party, as the case may be, within 15 five (5) days after a determination thereof that is binding on the final determination thereofIndemnitor; provided provided, however, that (i) any indemnification owed by the Company Equityholders any Seller to the Purchaser Indemnitees Indemnified Parties pursuant to Section 9.2(a8.01(b) (other than in the case of a breach of a Company Fundamental Representation or pursuant to Section 8.01(b)(ii), Section 8.01(b)(iii) or Section 8.01(b)(iv)) shall be satisfied from exclusively out of the funds then Indemnity Escrow Amount and (ii) any indemnification finally determined pursuant to this Agreement to be owed by any Seller to the Purchaser Indemnified Parties or by Purchaser to the Seller Indemnified Parties, as the case may be, may, at the Indemnitee's election, be satisfied by set‑off against any amounts due or payable by such Indemnitee to the Indemnitor. The Sellers will be entitled to receive the remaining Indemnity Escrow Amount in accordance with the terms of the Escrow Account. (b) Any funds remaining in the Escrow Account as of the Survival Period Termination Date (minus the aggregate amount claimed by the Agreement, at which time Purchaser Indemnitees pursuant to claims made against such funds and not fully resolved prior to such date) shall be released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. At any time following the Survival Period Termination Date, to the extent the funds held in the Escrow Account exceed the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made prior to such Survival Period Termination Date and not fully resolved prior to the time of determination, the excess funds shall be promptly released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. (c) The Representative and the Surviving Entity Sellers Representative shall deliver joint written instructions to the Escrow Agent instructing cause the Escrow Agent to make any distributions distribute to each Seller the portion of such balance to which such Seller is entitled (it being understood that from and after the release of funds to Sellers from the Indemnity Escrow Account expressly provided for herein. in accordance with the Escrow Agreement, such funds shall no longer be available to satisfy claims under Section 8.01(b) of this Agreement (dother than in the case of a breach of a Company Fundamental Representation or pursuant to Section 8.01(b)(ii) Each or Section 8.01(b)(iii), Section 8.01(b)(iv)) and Purchaser Indemnified Parties shall not seek payment directly from Sellers in satisfaction of Parent, Merger Sub, the Company and the Surviving Entity shall have no obligations, responsibilities or liabilities whatsoever to the Company Equityholders their respective indemnification obligations with respect to such claims pursuant to Section 8.01(b) (other than in the distribution case of a breach of a Company Fundamental Representations or pursuant to the Company Equityholders by the Representative of funds received by the Representative from the PPA Escrow AccountSection 8.01(b)(ii), Indemnity Escrow Account Section 8.01(b)(iii) or Representative Expense Fund AccountSection 8.01(b)(iv)).

Manner of Payment; Escrow. (a) Any Subject to the last paragraph of Section 8.2, any indemnification of the Purchaser Indemnitees or the Company Seller Indemnitees pursuant to this Article 9 VIII shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Purchaser Indemnitees or Company Seller Indemnitees, as the case may be, within 15 fifteen (15) days after of the final determination thereof; provided that any indemnification owed Final Determination. All such payments shall be treated by the Company Equityholders parties as an adjustment to the Purchaser Indemnitees pursuant to Section 9.2(a) shall be satisfied from the funds then remaining in the Escrow AccountPurchase Price for all applicable Tax purposes. (b) Any funds remaining in the Indemnity Escrow Account as of the Survival Period Termination Date (minus the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made against such funds and funds, not fully resolved prior to such datedate and continued to be contested in good faith by a Purchaser Indemnitee) shall be released to the Representative Exchange Agent (for the benefit of, and for further distribution to each applicable to, the Company Equityholder according to each respective Company Equityholder’s Percentage InterestEquityholders). At any time following the Survival Period Termination Date, to the extent the funds held in the Indemnity Escrow Account exceed the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made prior to such the Survival Period Termination Date and Date, not fully resolved prior to the time of determination, determination and continued to be contested in good faith by a Purchaser Indemnitee the excess funds shall be promptly released to the Representative Exchange Agent for further distribution to each applicable the Company Equityholder according to each respective Company Equityholder’s Percentage InterestEquityholders. (c) The Stockholder Representative and the Surviving Entity Parent shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to make any distributions from the Indemnity Escrow Account expressly provided for herein. (d) Each of Parent, Merger Sub, the Company and the Surviving Entity shall have no obligations, responsibilities or liabilities whatsoever to the Company Equityholders with respect to the distribution to the Company Equityholders by the Representative of funds received by the Representative from the PPA Escrow Account, Indemnity Escrow Account or Representative Expense Fund Account.