Common use of Payment; Escrow Clause in Contracts

Payment; Escrow. After (a) any final Order has been rendered by a Governmental Authority of competent jurisdiction, (b) a settlement has been consummated in accordance with this Article VIII, or (c) the Indemnified Person and the Indemnifying Person have arrived at a mutually binding Contract, in each case, with respect to a Third‑Party Claim or a Direct Claim, the Indemnified Person shall forward to the Indemnifying Person notice of any amounts due and owing by the Indemnifying Person in accordance with this Article VIII. Any amounts due and owing by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII are to be paid first by release of an amount of cash from the Escrow Cash equal to such amount due and owning and if the then current balance of Escrow Cash is insufficient to cover all of such amount due and owing, then a number of Transaction Shares equal to (i) the remainder of such amount due and owing divided by (ii) the CPSI Share Price to the applicable Parent Indemnified Person from the Escrow Fund by the Escrow Agent in accordance with the Escrow Agreement (and Parent and the Securityholder Representative shall promptly instruct the Escrow Agent accordingly). If the Escrow Fund is fully extinguished or insufficient to pay in full the amounts due and owing by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII, then each Company Stockholder shall severally and not jointly, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.8, pay to the applicable Parent Indemnified Person all such remaining amounts due and owing by the Company Indemnifying Persons to the applicable Parent Indemnified Person in accordance with its Pro Rata Share, such amounts to be paid, at the election of each Company Indemnifying Person, wholly in cash, or in a mix of cash and Transaction Shares, provided that such mix shall contain no more than fifty percent (50%) Transaction Shares (with such Transaction Shares valued at the CPSI Share Price), with any such cash payment to be by wire transfer of immediately available funds to the account designated by Parent to the Company Indemnifying Persons in writing. If any amounts are due and owing by Parent to any Company Indemnified Person in accordance with this Article VIII, then Parent shall, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.8, pay in cash to the Securityholder Representative, on behalf of the Company 63 Securityholders, all such amounts by wire transfer of immediately available funds to the account designated by the Securityholder Representative to Parent in writing and the Securityholder Representative shall pay such amount to the Company Securityholders in accordance with their Pro Rata Share. In no event shall any Company Securityholder be liable under this Article VIII for more than the Aggregate Merger Consideration received by it pursuant to Article II.

Payment; Escrow. After (a) After (a) any final Order has been rendered by a Governmental Authority of competent jurisdiction, (b) a settlement has been consummated in accordance with this Article VIIIIX, or (c) the Indemnified Person and the Indemnifying Person have arrived at a mutually binding Contract, in each case, with respect to a Third‑Party Third-Party Claim or a Direct Claim, the Indemnified Person shall forward to the Indemnifying Person notice of any amounts due and owing by the Indemnifying Person in accordance with this Article VIII. IX. (b) Any amounts amount that is due and owing by the Company Indemnifying Persons to any Parent Buyer Indemnified Person in accordance with this Article VIII are to for any claim arising under Section 9.2(a) or Section 9.2(b), shall be paid first by release of an amount of cash from the Escrow Cash equal to such amount due and owning and if the then current balance of Escrow Cash is insufficient to cover all of such amount due and owing, then a number of Transaction Shares equal to (i) the remainder of such amount due and owing divided by (ii) the CPSI Share Price funds to the applicable Parent Buyer Indemnified Person from the Indemnity Escrow Fund by the Escrow Agent in accordance with the Escrow Agreement (Agreement, and Parent Buyer and the Securityholder Sellers’ Representative shall promptly instruct the Escrow Agent accordingly). If the Escrow Fund is fully extinguished or insufficient to pay in full the amounts due and owing by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII, then each Company Stockholder shall severally and not jointlyshall, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.89.8(a), pay execute and deliver joint instructions to the applicable Parent Escrow Agent authorizing such release. If any amount in excess of the Escrow Fund is owed by any Key Shareholder to any Buyer Indemnified Person all pursuant this Article IX, then such remaining amounts due and owing by Key Shareholder shall within five (5) Business Days after the Company Indemnifying Persons occurrence of the earliest event to the applicable Parent Indemnified Person occur that is described in accordance with its Pro Rata Share, such amounts to be paid, at the election of each Company Indemnifying Person, wholly in cash, or in a mix of cash and Transaction Shares, provided that such mix shall contain no more than fifty percent (50%) Transaction Shares (with such Transaction Shares valued at the CPSI Share PriceSection 9.8(a), with any deliver such cash payment amount to be by wire transfer of Buyer in immediately available funds to the account designated by Parent to the Company Indemnifying Persons in writing. funds. (c) If any amounts are due and owing by Parent Buyer to any Company Seller Indemnified Person in accordance with this Article VIIIIX, then Parent Buyer shall, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.89.8(a), pay in cash to the Securityholder Representative, on behalf of the Company 63 Securityholders, applicable Seller Indemnified Person all such amounts by wire transfer of immediately available funds to the account designated by Sellers to Buyer in writing. (d) No later than five (5) Business Days after the Securityholder Representative to Parent in writing eighteen (18) month anniversary of the Closing Date, Buyer and the Securityholder Sellers’ Representative shall pay such amount jointly instruct the Escrow Agent to disburse the balance of the Indemnity Escrow Fund, if any, to the Company Securityholders Sellers’ Representative for payment to each Seller in accordance with their such Seller’s applicable Pro Rata Share. In no event shall Notwithstanding anything contained in this Section 9.8(d) to the contrary, if the Sellers’ Representative is notified in writing of a claim for indemnity hereunder by any Company Securityholder Buyer Indemnified Party on or prior to the eighteen (18) month anniversary of the Closing Date, and such claim is not finally resolved or disposed of as of such date, the amount of such claim (to the extent payable from the Indemnity Escrow Fund in accordance with Section 9.8(b)), will be liable under retained in the Indemnity Escrow Fund until such claim is finally resolved or disposed of in accordance with the terms of this Article VIII for more than the Aggregate Merger Consideration received by it pursuant to Article II.IX..

Payment; Escrow. After (a) any final Order The Company has been rendered entered into an Escrow Agreement (the "Escrow Agreement") with United States Trust Company of New York (the "Bank"), and the Bank has established an escrow account (the "Escrow Account"). The Subscriber shall forthwith cause the full amount of the subscription price to be paid by check, payable to "U.S. Trust Company of New York, as escrow agent for SIGA Pharmaceuticals, Inc.," or wire transferred to the Escrow Account as follows: Chase XXX, XXX # 000000000 Credit United States Trust Company of New York Account #: Further Credit: SIGA Pharmaceuticals, Inc. Account #: Attn: Subscriber Name: ________________ If the subscription price is paid by wire transfer, the Subscriber shall (i) include the Subscriber's name in the wire transfer instructions; and (ii) request from the bank or other financial institution that is originating the transfer, the federal wire number with respect to the subscription and retain that number for future reference. The Subscriber shall cause this Agreement, appropriately executed and completed, to be mailed or otherwise delivered to the Company at its address set forth above. Upon payment of the Subscription Price, the Subscriber shall also send a Governmental Authority copy of competent jurisdictionthe completed signature page of this Agreement via facsimile to Sunrise Securities Corp., Attention: Xx. Xxxxxxx Xxxx, Facsimile No. 000-000-0000. E-57 (b) a settlement If by _________, 1997, or such later date, not later than ________, 1997, to which the offering contemplated by the Prospectus (the "Offering") may be extended by Sunrise Securities Corp., the underwriter for the Offering (the "Underwriter"), in its sole discretion, the proceeds of the sale of 3,250,000 shares of Common Stock have been deposited in the Escrow Account and the Escrow Agent has been consummated in accordance with this Article VIII, or (c) the Indemnified Person and the Indemnifying Person have arrived at a mutually binding Contract, in each case, with respect to a Third‑Party Claim or a Direct Claim, the Indemnified Person shall forward to the Indemnifying Person notice of any amounts due and owing by the Indemnifying Person in accordance with this Article VIII. Any amounts due and owing notified by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII are to be paid first by release and the Underwriter that the Company has accepted subscription agreements for 3,250,000 shares of an amount Common Stock and that the other conditions for a closing of cash from all or a portion of the Escrow Cash equal to such amount due and owning and if the then current balance of Escrow Cash is insufficient to cover all of such amount due and owing, then a number of Transaction Shares equal to (i) the remainder of such amount due and owing divided by (ii) the CPSI Share Price shares subject to the applicable Parent Indemnified Person Offering have been met, and from the Escrow Fund by time to time thereafter after the Escrow Agent in accordance with has been notified by the Escrow Agreement (and Parent Company and the Securityholder Representative shall promptly instruct Underwriter that the Company has accepted additional subscription agreements for shares of Common Stock and that the other conditions for a closing of a portion of the shares subject to the Offering have been met, the Escrow Agent accordingly)will release the purchase price of the Securities to the Company and the Company will, or will cause its transfer agent to, mail promptly a certificate therefor to the Subscriber at the address specified on the Signature Page or, if instructed to do so on the Signature Page, deliver such Securities pursuant to alternate delivery instructions. If In any case, delivery will be effected physically and not via DTC. Otherwise, the Escrow Fund is fully extinguished or insufficient to pay in full the amounts due and owing by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII, then each Company Stockholder shall severally and not jointly, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.8, pay to the applicable Parent Indemnified Person all Agent will return such remaining amounts due and owing by the Company Indemnifying Persons to the applicable Parent Indemnified Person in accordance with its Pro Rata Share, such amounts to be paid, at the election of each Company Indemnifying Person, wholly in cash, or in a mix of cash and Transaction Shares, provided that such mix shall contain no more than fifty percent (50%) Transaction Shares (with such Transaction Shares valued at the CPSI Share Price), with any such cash payment to be by wire transfer of immediately available funds to the account designated Subscriber, without any deduction therefrom or interest thereon, by Parent to mailing a check or by making a wire transfer. Except as otherwise agreed between the Company Indemnifying Persons in writing. If any amounts are due and owing by Parent to any Company Indemnified Person in accordance with this Article VIII, then Parent shall, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.8, pay in cash to the Securityholder Representative, on behalf of the Company 63 Securityholders, all such amounts by wire transfer of immediately available funds to the account designated by the Securityholder Representative to Parent in writing Subscriber and the Securityholder Representative Company, certificates representing the Securities shall pay such amount to the Company Securityholders in accordance with their Pro Rata Share. In no event shall not bear any Company Securityholder be liable under this Article VIII for more than the Aggregate Merger Consideration received by it pursuant to Article IIlegends restricting transfer.

Payment; Escrow. After After (a) any final Order has decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, jurisdiction (b) a settlement has shall have been consummated in accordance with this Article VIIIconsummated, or (c) the Indemnified Person Party and the Indemnifying Person Party shall have arrived at a mutually binding Contractagreement, in each case, with respect to a Third‑Party Third-Party Claim or a Direct ClaimClaim hereunder, the Indemnified Person Party shall forward to the Indemnifying Person Party notice of any amounts sums due and owing by the Indemnifying Person Party in accordance with this Article ARTICLE VIII. Any amounts Notwithstanding anything in this Agreement to the contrary, but subject to Section 8.10, Buyer has the right, in Buyer’s sole discretion, to set-off (or holdback pending resolution of the related claim) any sums due and owing by the Company Indemnifying Persons to any Parent Indemnified Person Seller in accordance with this Article ARTICLE VIII are against any amounts payable to Seller under this Agreement or otherwise, including the Adjustment Amount and Final Derivative Adjustment, if either the Adjustment Amount or the Final Derivative Adjustment is payable by Buyer to Seller pursuant to Section 3.5.2(d). To the extent not set-off in accordance with the foregoing sentence, any sums due and owing by Seller to any Buyer Indemnified Party in accordance with this ARTICLE VIII shall be paid first by release of an amount of cash from the Escrow Cash equal to such amount due and owning and if the then current balance of Escrow Cash is insufficient to cover all of such amount due and owing, then a number of Transaction Shares equal to (i) the remainder of such amount due and owing divided by (ii) the CPSI Share Price funds to the applicable Parent Buyer Indemnified Person Party from the Indemnification Escrow Fund Account by the Escrow Agent pursuant to, and in accordance with with, the Escrow Agreement (and Parent and Agreement. To the Securityholder Representative shall promptly instruct extent the Indemnification Escrow Amount then held in the Escrow Agent accordingly). If the Escrow Fund Account is fully extinguished or insufficient to pay in full the amounts any remaining sums due and owing by the Company Indemnifying Persons Seller to any Parent Buyer Indemnified Person Party in accordance with this Article ARTICLE VIII, then each Company Stockholder Seller shall severally and not jointly, be required to pay to the applicable Buyer Indemnified Party all of such additional sums (subject to Section 8.4(a)) by wire transfer of immediately available funds within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.88.9. For the avoidance of doubt, pay the Parties acknowledge and agree that any amounts paid to a Buyer Indemnified Party through any set-off right provided to Buyer under this Agreement, out of the Escrow Account pursuant to this Section 8.9 or through payments made under the PICO Holdings Guaranty shall be counted towards the applicable Parent Indemnified Person all such remaining amounts maximum aggregate liability limitation set forth in Section 8.4(a). In the event any sums are due and owing by the Company Indemnifying Persons Buyer to the applicable Parent any Seller Indemnified Person Party in accordance with its Pro Rata Sharethis ARTICLE VIII, Buyer shall pay such amounts to be paid, at the election of each Company Indemnifying Person, wholly in cash, or in a mix of cash and Transaction Shares, provided that such mix shall contain no more than fifty percent (50%) Transaction Shares (with such Transaction Shares valued at the CPSI Share Price), with any such cash payment to be sums by wire transfer of immediately available funds to the account designated by Parent to the Company Indemnifying Persons in writing. If any amounts are due and owing by Parent to any Company Indemnified Person in accordance with this Article VIII, then Parent shall, Purchase Price Bank Account within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.8, pay in cash to the Securityholder Representative, on behalf of the Company 63 Securityholders, all such amounts by wire transfer of immediately available funds to the account designated by the Securityholder Representative to Parent in writing and the Securityholder Representative shall pay such amount to the Company Securityholders in accordance with their Pro Rata Share. In no event shall any Company Securityholder be liable under this Article VIII for more than the Aggregate Merger Consideration received by it pursuant to Article II8.9.

Payment; Escrow. After The down payment of FORTY-SEVEN THOUSAND FIVE HUNDRED AND NO/100 (a$47,500.00) DOLLARS will be held in escrow by DRAKE, LOEB, HELLER, KENNEDY, GOGERTY, GABA, & RODD, PLLC, ("Escrowee") in Escrowee's XXXX Trust Account maintained at Riverside Bank, 00 Xxxxx 00X, Xxxxxxxx, Xxx Xxxx, 00000, as herein provided, until CLOSING or until a default hereunder by PURCHASER, at which time it shall be delivered to SELLER. If SELLER defaults hereunder, the down payment shall be returned to PURCHASER. The Escrowee shall not be liable to either of the parties for any final Order has been rendered act or omission, except for bad faith or gross negligence, and the parties hereby indemnify the Escrowee and hold the Escrowee harmless from any claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that the Escrowee is acting solely as a stakeholder for their convenience. In the event of a dispute between the parties, the Escrowee shall not be bound to release and deliver the escrow fund to either party but may either continue to hold the escrow fund until Escrowee is directed in a writing signed by a Governmental Authority all parties hereto or Escrowee may deposit the down payment with the clerk of any court of competent jurisdiction, (b) a settlement has been consummated . Upon such deposit the Escrowee will be released from all duties and responsibilities hereunder. The Escrowee shall not be required to defend any legal proceedings which may be instituted against it in respect of the PREMISES or the subject matter of this contract unless requested to do so by PURCHASER or SELLER and indemnified to its satisfaction against the cost and expense of such defense. Escrowee shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this contract. Escrowee shall be fully protected in acting in accordance with this Article VIII, or (c) the Indemnified Person any written instructions given to it hereunder and the Indemnifying Person believed by it to have arrived at a mutually binding Contract, in each case, with respect to a Third‑Party Claim or a Direct Claim, the Indemnified Person shall forward to the Indemnifying Person notice of any amounts due and owing been signed by the Indemnifying Person proper parties. The parties agree that notwithstanding Escrowee's role as escrow agent, Escrowee may and does represent the SELLER as legal counsel in accordance with this Article VIII. Any amounts due and owing by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII are to be paid first by release of an amount of cash from the Escrow Cash equal to such amount due and owning and if the then current balance of Escrow Cash is insufficient to cover all of such amount due and owing, then a number of Transaction Shares equal to (i) the remainder of such amount due and owing divided by (ii) the CPSI Share Price to the applicable Parent Indemnified Person from the Escrow Fund by the Escrow Agent in accordance connection with the Escrow Agreement (and Parent and the Securityholder Representative shall promptly instruct the Escrow Agent accordingly). If the Escrow Fund is fully extinguished or insufficient to pay in full the amounts due and owing by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII, then each Company Stockholder shall severally and not jointly, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence subject matter of this Section 8.8, pay to the applicable Parent Indemnified Person all such remaining amounts due contract and owing by the Company Indemnifying Persons to the applicable Parent Indemnified Person in accordance with its Pro Rata Share, such amounts to be paid, at the election of each Company Indemnifying Person, wholly in cash, or in a mix of cash and Transaction Shares, provided that such mix shall contain no more than fifty percent (50%) Transaction Shares (with such Transaction Shares valued at the CPSI Share Price), with any such cash payment to be by wire transfer of immediately available funds to the account designated by Parent to the Company Indemnifying Persons in writing. If any amounts are due and owing by Parent to any Company Indemnified Person in accordance with this Article VIII, then Parent shall, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.8, pay in cash to the Securityholder Representative, on behalf of the Company 63 Securityholders, all such amounts by wire transfer of immediately available funds to the account designated by the Securityholder Representative to Parent in writing and the Securityholder Representative shall pay such amount to the Company Securityholders in accordance with their Pro Rata Share. In no event shall any Company Securityholder be liable under this Article VIII for more than the Aggregate Merger Consideration received by it pursuant to Article IIotherwise.