Common use of Payment from Escrow Account Clause in Contracts

Payment from Escrow Account. Notwithstanding anything to the contrary contained herein, any indemnification claims against an Indemnifying Party under this Article VII shall be exclusively brought against and paid solely from the Escrow Account, and the aggregate indemnification claims shall not exceed the Escrow Shares and other amounts in the Escrow Account. Any payments from the Escrow Account shall first be paid with the Escrow Shares and then with any remaining property in the Escrow Account. With respect to any indemnification payment that includes Escrow Shares, the value of each Escrow Share for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VII. For successful indemnification claims by a Purchaser Indemnified Party under Section 7.2, promptly after the indemnification claim is finally determined in accordance with this Article VII, the Escrow Agent shall disburse a number of Escrow Shares equal to the amount of such indemnification claim (as determined in accordance with this Section 7.4) from the Escrow Account to the Purchaser, and the Purchaser shall cancel any Escrow Shares that any Purchaser Indemnified Party receives promptly after receipt thereof. For successful indemnification claims by a Company Indemnified Party under Section 7.3, promptly after the indemnification claim is finally determined in accordance with this Article VII, the Escrow Agent shall disburse a number of Escrow Shares equal to the amount of such indemnification claim (as determined in accordance with this Section 7.4) from the Escrow Account to the Exchange Agent for distribution to the Company Holders with each Company Holder receiving their Pro Rata Share of such Escrow Shares.

Payment from Escrow Account. Notwithstanding anything to the contrary contained hereinExcept for Fraud Claims, (i) any indemnification claims against an Indemnifying Party under this Article VII VIII shall be exclusively brought against and paid solely from the Escrow AccountAccount and the Accrued Dividends, and (ii) the aggregate indemnification claims shall not exceed the Escrow Shares and other amounts Escrow Property in the Escrow Account plus any Accrued Dividends, subject to Section 8.4(a). Any indemnification claims shall first be paid with Accrued Dividends, then with any cash or cash equivalents that are held in the Escrow Account. Any payments from the Escrow Account shall first be paid , then with the Escrow Shares and then with any remaining property in the Escrow Account. With respect to any indemnification payment that includes Escrow Shares, the value of each Escrow Share for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VIIVIII. For successful indemnification claims by a Purchaser an Indemnified Party under Section 7.2Party, promptly within five (5) Business Days after the indemnification claim is finally determined in accordance with this Article VIIVIII, the Escrow Agent shall disburse a number of Escrow Shares and other Escrow Property equal to the amount of such indemnification claim (as determined in accordance with this Section 7.4Article VIII) from the Escrow Account to the Purchaser, Purchaser (and the DT Representative and the Seller Representative will provide or cause to be provided to the Escrow Agent any written instructions or other information or documents required by the Escrow Agent to do so). The Purchaser shall will cancel any Escrow Shares that any distributed to the Purchaser Indemnified Party receives from the Escrow Account promptly after its receipt thereofthereof and cancel any Accrued Dividend payable in respect of such Escrow Shares. For successful Notwithstanding anything to the contrary contained in this Agreement, any Earn-Out Payments paid pursuant to Article II shall be reduced by the amount of any indemnification claims by a Company any Indemnified Party Parties under Section 7.3this Article VIII that (i) are pending, promptly after the indemnification claim is (ii) have been finally determined as due and owing but are unpaid from the Escrow Account in accordance with this Article VII, VIII or (iii) have been paid from the Escrow Agent shall disburse a number Account in accordance with this Article VIII but have not previously been used to reduce the amount of Escrow Shares equal any prior Earn-Out Payment. Upon the final determination of any such pending indemnification claim, if the final amount determined to be payable to the Indemnified Parties is less than the amount reserved for such claim, then to the extent that such pending claim reduced and would otherwise continue to reduce the amount of any prior Earn-Out Payment (after first giving effect for other reductions to the amount of such prior Earn-Out Payment pursuant to the preceding sentence, including other pending indemnification claim claims, taking into account the following events occurring after the time that the Earn-out Payment was initially reduced: (as x) any adjustments to the claimed amount for any other indemnification claims existing at such time; and (y) the amount of any new pending or finally determined in accordance with this Section 7.4) indemnification claims made since such time), such amount of Escrow Property will be promptly thereafter disbursed by the Escrow Agent from the Escrow Account to the Exchange Agent for distribution to Sellers (and Purchaser shall pay the Company Holders with each Company Holder receiving their Pro Rata Share of such Escrow SharesAccrued Dividends).

Payment from Escrow Account. Notwithstanding anything to the contrary contained hereinExcept for Fraud Claims, (i) any indemnification claims against an Indemnifying Party under this Article VII VIII shall be exclusively brought against and paid solely from the Indemnification Escrow AccountAccount and the Accrued Dividends, and (ii) the aggregate indemnification claims against the OSN Management Indemnifying Parties shall not exceed the FADL Indemnification Escrow Shares and other amounts in related Escrow Property plus any Accrued Dividends, subject to Section 8.4(a) and (iii) the aggregate indemnification claims against the Seller Indemnifying Parties shall not exceed the Seller Indemnification Escrow AccountShares and related Escrow Property plus any Accrued Dividends, subject to Section 8.4(a). Any payments from the Escrow Account indemnification claims shall first be paid with Accrued Dividends, then with any cash or cash equivalents that are held in the Indemnification Escrow Account, then with the Seller Indemnification Escrow Shares or OSN Management Indemnification Escrow Shares, respectively, and then with any remaining property in the Indemnification Escrow Account. With respect to any indemnification payment that includes Indemnification Escrow Shares, the value of each Indemnification Escrow Share for purposes of determining the indemnification payment shall be the lower of (x) the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VIIVIII and (y) $0.75. For successful indemnification claims by a Purchaser an Indemnified Party under Section 7.2Party, promptly within five (5) Business Days after the indemnification claim is finally determined in accordance with this Article VIIVIII, the Escrow Agent shall disburse a number of Indemnification Escrow Shares and other Escrow Property in the Indemnification Escrow Account equal to the amount of such indemnification claim (as determined in accordance with this Section 7.4Article VIII) from the Indemnification Escrow Account to the Purchaser, Purchaser (and the Purchaser shall cancel any Escrow Shares that any Purchaser Indemnified Party receives promptly after receipt thereof. For successful indemnification claims by a Company Indemnified Party under Section 7.3, promptly after OSN Representative and the indemnification claim is finally determined in accordance with this Article VII, Seller Representative will provide or cause to be provided to the Escrow Agent shall disburse a number of any written instructions or other information or documents required by the Escrow Agent to do so). The Purchaser will cancel any Indemnification Escrow Shares equal distributed to the amount Purchaser from the Indemnification Escrow Account promptly after its receipt thereof and cancel any Accrued Dividend payable in respect of such indemnification claim (as determined in accordance with this Section 7.4) from the Escrow Account to the Exchange Agent for distribution to the Company Holders with each Company Holder receiving their Pro Rata Share of such Indemnification Escrow Shares.