Common use of Payments; Escrow Clause in Contracts

Payments; Escrow. (a) Subject to Section 2.06 and the terms of the Escrow Agreement, the Escrow Amount will be available to compensate the NAVR Indemnified Parties for Losses for which such Persons are entitled to indemnification pursuant to Section 10.02 (provided that such NAVR Indemnified Party may only pursue the Escrow Amount pursuant to Section 10.02(b) in the event that the applicable SFC Equityholder does not timely make the payment as contemplated in all respects by Section 10.11(b)) and in accordance with the Escrow Agreement. Subject to Section 10.11(b), each NAVR Indemnified Party shall be required to collect (by disbursement from the Escrow Account in accordance with the Escrow Agreement) the indemnification obligations of each SFC Equityholder under Section 10.02 against the portion of Escrow Amount then-remaining in the Escrow Account prior to seeking payment for such obligations directly from such SFC Equityholder. (b) Within fifteen (15) days after both (i) the resolution of any indemnification claim by any NAVR Indemnified Party hereunder pursuant to which such NAVR Indemnified Party is entitled to any payment from a SFC Equityholder pursuant to Section 10.02 and (ii) the delivery by such NAVR Indemnified Party of a written request for payment to such SFC Equityholder, such payment shall be made by the applicable SFC Equityholder. (c) Within fifteen (15) days after both (i) the resolution of any indemnification claim by any SFC Indemnified Party hereunder pursuant to which such SFC Indemnified Party is entitled to any payment from Parent and/or Merger Sub/Surviving Corporation and (ii) the delivery by such SFC Indemnified Party of a written request for payment to Parent and/or Merger Sub/Surviving Corporation, such payment shall be made by the Parent and Merger Sub/Surviving Corporation on a joint and several basis. (d) The Indemnifying Party shall reimburse the Indemnified Party for any and all reasonable costs or expenses of any nature or kind whatsoever (including, but not limited to, all reasonable attorneys’ fees) incurred in seeking to collect any payments due under this Section 10.11.

Payments; Escrow. (a) Within ten (10) Business Days after both (i) the resolution of any indemnification claim by any Purchaser Indemnified Party hereunder pursuant to which such Purchaser Indemnified Party is entitled to any payment from a Selling Party pursuant to Section 6.1 and (ii) the delivery by such Purchaser Indemnified Party of a written request for payment to such Selling Party, such payment shall be made by the applicable Selling Party. Subject to Section 2.06 and the terms of the Escrow Agreement, the Escrow Amount will be available to compensate the NAVR Purchaser Indemnified Parties for Losses Damages for which such Persons Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 10.02 (provided that such NAVR Indemnified Party may only pursue the Escrow Amount pursuant to Section 10.02(b) in the event that the applicable SFC Equityholder does not timely make the payment as contemplated in all respects by Section 10.11(b)) 6.1 and in accordance with the Escrow Agreement. Subject to Section 10.11(b), each NAVR Indemnified Party shall be required to collect (by disbursement from the Escrow Account in accordance with the Escrow Agreement) the indemnification obligations of each SFC Equityholder under Section 10.02 against the portion of Escrow Amount then-remaining in the Escrow Account prior to seeking payment for such obligations directly from such SFC Equityholder. (b) If a Purchaser Indemnified Party becomes entitled to a payment from a Selling Party pursuant to Section 2.8(g) or Section 6.1 (as finally determined in accordance with such provisions) at a time prior to the full settlement and termination of the Seller Promissory Note, Purchaser, in its sole discretion, may notify the Selling Parties in writing that Purchaser is reducing the remaining principal amount of the Seller Promissory Note or accrued interest thereon (the "Set-Off Rights") by up to the amount of the payment to which the Purchaser Indemnified Party is entitled; provided, however, that nothing contained herein shall be construed to limit Purchaser's recovery from the Selling Parties for any payment to which the Purchaser Indemnified Party is entitled which is not offset entirely by the Purchaser’s exercise of such Set-Off Rights, nor shall the failure to exercise such Set-Off Rights constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that may be available to it. (c) Within fifteen ten (1510) days Business Days after both (i) the resolution of any indemnification claim by any NAVR Seller Indemnified Party hereunder pursuant to which such NAVR Seller Indemnified Party is entitled to any payment from a SFC Equityholder pursuant to Section 10.02 Purchaser or Parent and (ii) the delivery by such NAVR Seller Indemnified Party of a written request for payment to such SFC EquityholderPurchaser or Parent, as applicable, such payment shall be made by the applicable SFC Equityholder. (c) Within fifteen (15) days after both (i) the resolution of any indemnification claim by any SFC Indemnified Party hereunder pursuant to which such SFC Indemnified Party is entitled to any payment from Parent and/or Merger Sub/Surviving Corporation and (ii) the delivery by such SFC Indemnified Party of a written request for payment to Parent and/or Merger Sub/Surviving CorporationPurchaser or Parent, such payment shall be made by the Parent and Merger Sub/Surviving Corporation on a joint and several basisas applicable. (d) The Indemnifying Party shall reimburse the Indemnified Party for any and all reasonable costs or expenses of any nature or kind whatsoever (including, but not limited to, all reasonable attorneys’ ' fees) incurred in seeking to collect any payments due under this Section 10.116.5.

Payments; Escrow. (a) Subject At Closing, Purchaser shall pay to Section 2.06 Sellers the Base Purchase Price. (b) The Common Stock shall be issued by Purchaser to Sellers no later than 60 Business Days after the Closing Date by virtue of share transfer agreements substantially in the form as set forth in Exhibit 2.4 (b). Sellers agree that the obligation of Purchaser to issue Common Stock to Sellers may be fulfilled by Parent issuing Common Stock on behalf of Purchaser and establishing respective share certificates in the terms Sellers´ names. Immediately thereafter, Parent will deliver such share certificates representing the Common Stock issued in the name of Sellers to an escrow securities account of a major German bank, as indicated by Sellers (hereinafter the “Escrow Account”), the costs of such Escrow Account to be equally borne by the Parties. Parent and Sellers shall only be allowed to dispose jointly of the Escrow Account. The Common Stock deposited in the Escrow Account shall be released to Sellers according to lit. (d) below [ *** ] after the Closing Date (the “Release Date”) unless Purchaser or Parent makes a Purchaser Claim towards one or all Sellers prior to or on the Release Date based on the breach of any obligation of Sellers under this Agreement, in particular regarding the breach of any representation, warranty or covenant given by Sellers under this Agreement. In such latter case the Common Stock deposited on the Escrow Amount Account will be available released on the Release Date only insofar as the market value of the Common Stock based on the closing price at The NASDAQ Global Market two Business Days prior to compensate the NAVR Indemnified Parties for Losses for which such Persons are entitled Release Date exceeds the estimated aggregate amount of all Purchaser Claims made prior to indemnification pursuant or on the Release Date according to Section 10.02 7.11 (provided that a) by more than [ *** ]. The remainder of the Common Stock will only be released after such NAVR Indemnified Party may only pursue the Escrow Amount pursuant to Section 10.02(bPurchaser Claim(s) in the event that the applicable SFC Equityholder does not timely make the payment as contemplated in all respects by Section 10.11(b)) has/have been settled or time barred and in accordance with the Escrow Agreement. Subject to Section 10.11(b)outcome of such settlement, each NAVR Indemnified Party shall be required to collect (by disbursement from the Escrow Account in accordance with the Escrow Agreement) the indemnification obligations of each SFC Equityholder under Section 10.02 against the portion of Escrow Amount then-remaining in the Escrow Account prior to seeking payment for such obligations directly from such SFC Equityholder. (b) Within fifteen (15) days after both (i) the resolution of any indemnification claim by any NAVR Indemnified Party hereunder pursuant to which such NAVR Indemnified Party is entitled to any payment from a SFC Equityholder pursuant to Section 10.02 and (ii) the delivery by such NAVR Indemnified Party of a written request for payment to such SFC Equityholder, such payment shall be made by the applicable SFC Equityholderif any. (c) Within fifteen (15) days after both (i) Furthermore, at Closing, Purchaser shall pay to Seller 2 the resolution of any indemnification claim by any SFC Indemnified Party hereunder pursuant to which such SFC Indemnified Party is entitled to any payment from Parent and/or Merger Sub/Surviving Corporation and (ii) the delivery by such SFC Indemnified Party of a written request for payment to Parent and/or Merger Sub/Surviving Corporation, such payment shall be made by the Parent and Merger Sub/Surviving Corporation on a joint and several basisIMV Loan I-III Purchase Price. (d) The Indemnifying Party Base Purchase Price, the Common Stock, and the Additional Purchase Price shall reimburse the Indemnified Party for any and all reasonable costs or expenses of any nature or kind whatsoever (including, but not limited to, all reasonable attorneys’ fees) incurred in seeking be allotted to collect any payments due under this Section 10.11.Sellers as follows: Seller 1 7,733,325.60 42,352 47.619 % Seller 2 7,733,325.60 42,352 47.619 % Seller 3 773,348.80 4,236 4.762 %

Payments; Escrow. (a) Subject to Section 2.06 and the terms of the Escrow Agreement, the Escrow Amount will be available to compensate the NAVR Indemnified Parties for Losses for which such Persons are entitled to indemnification pursuant to Section 10.02 Within ten (provided that such NAVR Indemnified Party may only pursue the Escrow Amount pursuant to Section 10.02(b10) in the event that the applicable SFC Equityholder does not timely make the payment as contemplated in all respects by Section 10.11(b)) and in accordance with the Escrow Agreement. Subject to Section 10.11(b), each NAVR Indemnified Party shall be required to collect (by disbursement from the Escrow Account in accordance with the Escrow Agreement) the indemnification obligations of each SFC Equityholder under Section 10.02 against the portion of Escrow Amount then-remaining in the Escrow Account prior to seeking payment for such obligations directly from such SFC Equityholder. (b) Within fifteen (15) days Business Days after both (i) the resolution of any indemnification claim by any NAVR Purchaser Indemnified Party hereunder pursuant to which such NAVR Purchaser Indemnified Party is entitled to any payment from a SFC Equityholder Selling Party pursuant to Section 10.02 6.2 and (ii) the delivery by such NAVR Purchaser Indemnified Party of a written request for payment to such SFC EquityholderSelling Party, such payment shall be made by the applicable SFC EquityholderSelling Party. Any claims for indemnification made by a Purchaser Indemnified Party hereunder shall be satisfied first out of the amounts held in the Escrow Account. After the Escrow Amount has been exhausted in full, any amount in excess of the Escrow Amount owed to the Purchaser Indemnified Parties hereunder, which amount shall not exceed the Cap, shall be paid by Seller or the Stockholder. (cb) Within fifteen ten (1510) days Business Days after both (i) the resolution of any indemnification claim by any SFC Seller Indemnified Party hereunder pursuant to which such SFC Seller Indemnified Party is entitled to any payment from Parent and/or Merger Sub/Surviving Corporation Purchaser and (ii) the delivery by such SFC Seller Indemnified Party of a written request for payment to Parent and/or Merger Sub/Surviving CorporationPurchaser, such payment shall be made by the Parent and Merger Sub/Surviving Corporation on a joint and several basisPurchaser. (dc) The Indemnifying Party shall reimburse the Indemnified Party for any and all reasonable costs or expenses of any nature or kind whatsoever (including, but not limited to, all reasonable attorneys’ ' fees) incurred in seeking to collect any payments due under this Section 10.116.6.

Payments; Escrow. (a) Within fifteen (15) business days after both (i) the resolution of any indemnification claim by any Purchaser Indemnified Party hereunder pursuant to which such Purchaser Indemnified Party is entitled to any payment from a Selling Party pursuant to Section 6.1 and (ii) the delivery by such Purchaser Indemnified Party of a written request for payment to such Selling Party, such payment shall be made by the applicable Selling Party. Subject to Section 2.06 and the terms of the Escrow Agreement, the Escrow Amount will be available to compensate the NAVR Purchaser Indemnified Parties for Losses Damages for which such Persons Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 10.02 (provided that such NAVR Indemnified Party may only pursue the Escrow Amount pursuant to Section 10.02(b) in the event that the applicable SFC Equityholder does not timely make the payment as contemplated in all respects by Section 10.11(b)) 6.1 and in accordance with the Escrow Agreement. Subject to Section 10.11(b), each NAVR Indemnified Party shall be required to collect (by disbursement from the Escrow Account in accordance with the Escrow Agreement) the indemnification obligations of each SFC Equityholder under Section 10.02 against the portion of Escrow Amount then-remaining in the Escrow Account prior to seeking payment for such obligations directly from such SFC Equityholder. (b) Within fifteen (15) business days after both (i) the resolution of any indemnification claim by any NAVR Seller Indemnified Party hereunder pursuant to which such NAVR Seller Indemnified Party is entitled to any payment from a SFC Equityholder pursuant to Section 10.02 Purchaser and (ii) the delivery by such NAVR Seller Indemnified Party of a written request for payment to such SFC EquityholderPurchaser, such payment shall be made by the applicable SFC EquityholderPurchaser. (c) Within fifteen (15) days after both (i) the resolution of any indemnification claim by any SFC Indemnified Party hereunder pursuant to which such SFC Indemnified Party is entitled to any payment from Parent and/or Merger Sub/Surviving Corporation and (ii) the delivery by such SFC Indemnified Party of a written request for payment to Parent and/or Merger Sub/Surviving Corporation, such payment shall be made by the Parent and Merger Sub/Surviving Corporation on a joint and several basis. (d) The Indemnifying Party shall reimburse the Indemnified Party for any and all reasonable costs or expenses of any nature or kind whatsoever (including, but not limited to, all reasonable attorneys’ fees) incurred in seeking to collect any payments due under this Section 10.116.5.

Payments; Escrow. 6.5.1 All amounts payable to an Indemnified Party by an Indemnifying Party in connection with a Loss pursuant to this Article 6 shall be satisfied, at the election of Buyer in its sole discretion, either (ai) Subject to the extent there are sufficient funds in the Escrow Account, by Buyer and Seller jointly instructing the Escrow Agent in writing to release to Buyer from the Escrow Account such amounts payable to such Buyer Indemnified Party, or (ii) against such Indemnifying Party, directly. Seller shall cause any amount payable to a Buyer Indemnified Party by an Indemnifying Party for a Loss pursuant to this Article 6 to be paid by wire transfer of immediately available funds promptly, but in any event no later than ten (10) days, following the date that such Loss becomes payable pursuant to this Article 6. For the avoidance of doubt, a Loss with respect to any Direct Claim resolved as provided in Section 2.06 7.8 shall become payable after any Order shall have been rendered that is final and nonappealable. 6.5.2 Promptly upon the termination of the Escrow Account on the date [***] from the Closing Date (the “Release Date”) and otherwise pursuant to the terms of the Escrow Agreement, the Escrow Amount will be available to compensate the NAVR Indemnified Parties for Losses for which such Persons are entitled to indemnification pursuant to Section 10.02 (provided that such NAVR Indemnified Party may only pursue the Escrow Amount pursuant to Section 10.02(b) in the event that the applicable SFC Equityholder does not timely make the payment as contemplated in all respects by Section 10.11(b)) and in accordance with the Escrow Agreement. Subject to Section 10.11(b), each NAVR Indemnified Party Agent shall be required to collect (by disbursement from the Escrow Account in accordance with the Escrow Agreement) the indemnification obligations of each SFC Equityholder under Section 10.02 against the portion of Escrow Amount then-pay any amounts remaining in the Escrow Account prior (net of the aggregate amount of such funds claimed by any Buyer Indemnified Party pursuant to seeking payment for claims asserted pursuant to and in accordance with this Article 6, whereupon the Escrow Agent shall retain such obligations directly from claimed funds until such SFC Equityholderclaim is finally and fully resolved) to Seller as set forth in the Escrow Agreement. 6.5.3 Buyer and Seller shall each be responsible for one-half (b1/2) Within fifteen (15) days after both (i) of the resolution of any indemnification claim by any NAVR Indemnified Party hereunder pursuant total fees payable to which such NAVR Indemnified Party is entitled to any payment from a SFC Equityholder pursuant to Section 10.02 and (ii) the delivery by such NAVR Indemnified Party of a written request for payment to such SFC EquityholderEscrow Agent, such payment shall be made by including the applicable SFC EquityholderInitial Escrow Fees. (c) Within fifteen (15) days after both (i) the resolution of any indemnification claim by any SFC Indemnified Party hereunder pursuant to which such SFC Indemnified Party is entitled to any payment from Parent and/or Merger Sub/Surviving Corporation and (ii) the delivery by such SFC Indemnified Party of a written request for payment to Parent and/or Merger Sub/Surviving Corporation, such payment shall be made by the Parent and Merger Sub/Surviving Corporation on a joint and several basis. (d) The Indemnifying Party shall reimburse the Indemnified Party for any and all reasonable costs or expenses of any nature or kind whatsoever (including, but not limited to, all reasonable attorneys’ fees) incurred in seeking to collect any payments due under this Section 10.11.