Escrow Arrangements (a) As set forth in Section 2.05(b), the Transaction Shares shall constitute security for the Transaction Shareholders’ indemnification obligations provided for in this Article X and shall be available to compensate the Parent Indemnified Parties, to the extent possible, for any claims made by such parties for any applicable Losses suffered or incurred by them and for which they are entitled to recovery under this Article X. Any and all Transaction Shares that are available in the Indemnity Escrow Account will be depleted before any Parent Indemnified Party seeks any additional amount from the Transaction Shareholders in connection with a claim pursuant to this Article X.
(b) The Transaction Shares shall be held in the Indemnity Escrow Account from the Closing until 11:59 p.m., Central Time, on the second (2nd) anniversary of the Closing Date (the “Escrow Period”). The Parties agree to include instructions in the Escrow Agreement directing the Escrow Agent to:
(i) promptly distribute 50% of the Transaction Shares and any funds earned thereon to the Transaction Shareholders after the initial twelve (12) months of the Escrow Period;
(ii) promptly distribute the Transaction Shares to Parent at any time during the Escrow Period in accordance with the procedures of Section 10.04; and
(iii) promptly distribute the remaining Transaction Shares to the Transaction Shareholders as soon as practicable following the termination of the Escrow Period; provided, however, that, if there are any unsatisfied indemnification claims specified in any Claim Certificate delivered to the Escrow Agent and the Shareholder Representative during the Escrow Period, and such indemnification claims remain unresolved as of the proposed distribution date (“Unresolved Claims”), then the portion of the Indemnity Escrow Account that is subject to any such Unresolved Claims (based on the Average Closing Price as of the end of the second Business Day prior to the distribution date) shall not be distributed from the Indemnity Escrow Account until such Unresolved Claims are finally resolved and satisfied. In the event of a conflict between the Escrow Agreement and this Agreement, the terms of this Agreement shall govern.
