Common use of Payments; Indemnification Escrow Fund Clause in Contracts

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a), the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. (b) Any Losses payable to a Tyler Indemnified Party pursuant to this ARTICLE XI shall be satisfied: (i) first, from the Escrow Amount; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party from the Escrow Amount, such excess shall be an obligation of the Shareholders, severally and not jointly (limited to their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Share. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Escrow Account pursuant to the terms of the Escrow Agreement, the Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Escrow Account (i) first, to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders as set forth in the Escrow Agreement in accordance with their Pro Rata Shares.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article VIII, the Indemnifying Party shall satisfy its obligations within 15 fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. (b) Any Losses payable to a Tyler Indemnified Party Buyer Indemnitee pursuant to this ARTICLE XI Article VIII shall be satisfied: (i) first, from the Indemnification Escrow AmountFund; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party from Buyer Indemnitee in the Indemnification Escrow Amount, such excess shall be an obligation of Fund (subject to the Shareholders, severally and not jointly (limited to their Pro Rata Shareslimitations under Section 8.04), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Sharefrom Seller. (c) Indemnification payments Each Indemnified Party shall use its commercially reasonable efforts to pursue and collect on any recovery available under any insurance policies. The amount of Losses payable under this Agreement from Article VIII by the Escrow Amount Indemnifying Party shall be satisfied reduced by any and all amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor (net of any expenses incurred by or on behalf of such Indemnified Party in collecting such amounts, including any increase of any premiums as a result thereof). If the Escrowed Cash and Indemnified Party actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Escrowed Shares pro rata Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to the original amounts thereof deposited into amount received by the Escrow AccountIndemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount, including any increases in any premiums as a result thereof. (d) For purposes Each Indemnified Party shall use commercially reasonable efforts to mitigate its Losses upon and after becoming aware of determining indemnification payments under this Agreement any event or condition that would reasonably be expected to give rise to any Losses that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Priceindemnifiable hereunder. (e) Upon The amount of Losses incurred by an Indemnified Party shall be reduced by the termination present value of any Tax benefit actually realized and increased by the present value of any Tax detriment actually realized by the Indemnified Party or its Affiliates and able to be utilized by the Indemnified Party or its Affiliates arising in connection with the circumstances relating to such Losses within the taxable year such loss arises and the following taxable year (and, if actually realized after any payment by the Indemnifying Party with respect to such Losses, the Indemnified Party shall return to the Indemnifying Party, as an adjustment to the Purchase Price, the amount of such benefit) in the Tax year in which such Losses were incurred. (f) No Losses shall be determined or increased based on any multiple of any financial measure (including earnings, sales or other benchmarks) that might have been used by the Buyers in the valuation of the Escrow Account pursuant to the terms of the Escrow AgreementBusiness, the Escrow Agent Purchased Assets or the Assumed Liabilities. (g) In no event shall pay any party have any liability to any Person for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or deliverprofits, diminution of value or loss of business reputation, goodwill or opportunity relating to a breach or alleged breach hereof), except in the case of Escrowed Sharesa party’s obligation to indemnify an Indemnified Party for amounts paid to a third party where such amounts are awarded pursuant to a Third Party Claim (or settlement thereof) any amounts remaining that is subject to indemnification in the Escrow Account (i) firstaccordance with, and subject to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders as limitations set forth in the Escrow Agreement in accordance with their Pro Rata Sharesin, this Article VIII.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article IX, the Indemnifying Party shall satisfy its obligations within 15 fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding/and including the date such payment has been made at a rate per annum equal to 10%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding. Table Of Contents 32 (b) Any Losses payable to a Tyler Indemnified Party Parent Indemnitee pursuant to this ARTICLE XI Article IX shall be satisfied: (i) first, from the Indemnification Escrow AmountFund; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party Parent Indemnitee in the Indemnification Escrow Fund, from the Escrow Amount, such excess shall be an obligation of the ShareholdersIndemnifying Stockholders, severally and not jointly (limited to in accordance with their Indemnifying Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Share. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Indemnification Escrow Account Fund pursuant to the terms of the Escrow Agreementan escrow agreement, the Escrow Agent escrow agent shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Indemnification Escrow Account (i) first, Fund to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders Indemnifying Stockholders as set forth in the Escrow Agreement escrow agreement in accordance with their Indemnifying Pro Rata Shares.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article IX, the Indemnifying Party shall satisfy its obligations within 15 ten Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The Parties agree that should an Indemnifying Party not make full payment of any such obligations within such ten Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 6%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (b) Any Losses payable to a Tyler Indemnified Party Parent Indemnitee pursuant to this ARTICLE XI Article IX shall be satisfied: (i) first, from the Indemnification Escrow AmountFund; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party Parent Indemnitee in the Indemnification Escrow Fund, and subject to Section 9.04(e), from Xxxxx Xxxxxxxxxxx and Xxxxxx Xxxxxxx Xxxxxxxxxx jointly and severally, and from the Escrow Amount, such excess shall be an obligation of the Shareholdersother Members, severally and not jointly (limited to in accordance with their Pro Rata SharesPercentages), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Share. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Escrow Account pursuant Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (i) on the one-year anniversary of the Closing Date, pay (or deliver, in the case 50% of Escrowed Shares) any amounts remaining in the Indemnification Escrow Account (i) firstFund, minus the amount of any pending indemnification claim made by the Parent Indemnitees, to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders Members as set forth in the Escrow Agreement Agreement, with such amount being paid from cash first and (ii) on the eighteen-month anniversary of the Closing Date, pay any amounts remaining in accordance with their Pro Rata Sharesthe Indemnification Escrow Fund, minus the amount of any pending indemnification claim made by the Parent Indemnitees, to the Members as set forth in the Escrow Agreement.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article X, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (b) Any Losses Loss payable to a Tyler Indemnified Party Parent Indemnitee pursuant to this ARTICLE XI Article X shall be satisfied: (i) first, satisfied first from the Indemnification Escrow Amount; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow AmountFund, but only then to the extent funds are available following any Loss recoverable under this Agreement is not satisfied by the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party from the Indemnification Escrow AmountFund, such excess Loss shall be an obligation of payable by the Shareholders, severally and not jointly (limited to their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata ShareMembers. (c) Indemnification payments under this Agreement Within 15 Business Days of the Loss Payable Date, the Members and the Parent shall jointly instruct the Escrow Agent to disburse to the Parent Indemnitee from the Indemnification Escrow Amount shall be satisfied from Fund the Escrowed Cash and amount of such Loss, which amount the Escrowed Shares pro rata Escrow Agent will disburse (A) 20% by wire transfer of immediately available funds to the original amounts thereof deposited into account or accounts designated by the Parent Indemnitee and (B) 80% in the form of cancelling Indemnification Escrow Account.Shares, the number of shares of which will be determined using a price per share that is the average closing price of the Parent Common Stock on the OTCQX for the five trading days preceding the Loss Payable Date. Any Adjustment Escrow Shares disbursed to Parent pursuant to this Section 10.06(b) will be canceled (d) For purposes At the end of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares 18-month survival period set forth in Section 10.01 (the “Termination Date”), Parent and the Members shall jointly instruct the Escrow Agent to disburse to the Members, in accordance with their Pro Rata Percentages, from the Indemnification Escrow Account, Fund the amount by which the value of an Escrowed Share shall be deemed to be equal the assets remaining in the Indemnification Escrow Fund exceeds the aggregate amount of all then-unresolved claims for Losses by the Parent Indemnitees, which amount the Escrow Agent will disburse (i) 20% by wire transfer of immediately available funds to the Average Trading Price. account or accounts designated by the Members and (eii) 80% in the form of Indemnification Escrow Shares, the number of shares of which will be determined using a price per share that is the average closing price of the Parent Common Stock on the OTCQX for the five trading days preceding the Termination Date. Upon the termination of the Indemnification Escrow Account Fund pursuant to the terms of the Escrow Agreement, the Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Indemnification Escrow Account (i) first, Fund to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders Members as set forth in the Escrow Agreement in accordance with their Pro Rata SharesPercentages.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article VIII, the Indemnifying Party shall satisfy its obligations within 15 five Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such five Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 12%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (b) Any Losses payable to a Tyler Indemnified Party Buyer Indemnitee pursuant to this ARTICLE XI Article VIII shall be satisfied: (i) first, from the Indemnification Escrow AmountFund; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party Buyer Indemnitee in the Indemnification Escrow Fund, from the Escrow Amounteach Selling Holder and Ultimate Owner, such excess shall be an obligation of the Shareholders, severally jointly and not jointly (limited to their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Shareseverally. (c) The parties further agree that to the extent the amounts remaining in the Indemnification payments under this Agreement from Escrow Fund exceed the total amount of any claims by Buyer that may be pending at the time of a distribution (such excess amount being referred to as the “Unencumbered Escrow Amount”), such Unencumbered Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata distributed to the original amounts thereof deposited into Seller as follows: 25% of the Unencumbered Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share Amount shall be deemed to be equal distributed to the Average Trading Price. (e) Upon Seller 12 months after the termination Closing Date; 50% of the Unencumbered Escrow Account pursuant Amount shall be distributed to the terms Seller 18 months after the Closing Date; the remaining portion of the Unencumbered Escrow Agreement, the Escrow Agent Amount shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Escrow Account (i) first, be distributed to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to Seller 24 months after the Shareholders as set forth in the Escrow Agreement in accordance with their Pro Rata SharesClosing Date.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article VIII, the Indemnifying Party shall satisfy its obligations within 15 fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available fundsfunds from the Indemnification Escrow Fund. (b) Any Losses payable to a Tyler Indemnified Party Parent Indemnitee pursuant to this ARTICLE XI Article VIII shall be satisfied: (i) first, satisfied solely from the Indemnification Escrow Amount; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party from the Escrow Amount, such excess shall be an obligation of the Shareholders, severally and not jointly (limited to their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata ShareFund. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Indemnification Escrow Account Fund pursuant to the terms of the Escrow Agreement, the Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Indemnification Escrow Account (i) first, Fund to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders Indemnifying Holders as set forth in the Escrow Agreement in accordance with their Pro Rata Shares. (d) All parties hereto agree that for all income Tax purposes: (i) any right of the Indemnifying Holders to the Indemnification Escrow Fund shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate; (ii) Parent shall be treated as the owner of the Indemnification Escrow Fund, and all interest and earnings earned from the investment and reinvestment of the Indemnification Escrow Fund, or any portion thereof, shall be allocable to Parent pursuant to Section 468B(g) of the Code and Proposed Treasury Regulations Section 1.468B-8; (iii) if and to the extent that any amount of the Indemnification Escrow Fund is actually distributed for the account of the Indemnifying Holders, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (iv) in the event that the total amount of any interest and earnings earned on the Indemnification Escrow Fund exceeds the imputed interest determined under clause (iii), the parties hereto agree that such excess amount shall be treated as additional contingent interest or other income and not as purchase price. Clause (iv) of the preceding sentence is intended to ensure that any right of Indemnifying Holders to the Indemnification Escrow Fund and any interest and earnings thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. All parties hereto shall file all Tax returns consistently with the foregoing. (e) Subject to the terms of this Agreement (and except in the case of Actual Fraud), the Parent Indemnitees hereby acknowledges and agrees that its sole source of indemnification for Losses based upon, arising out of or otherwise in respect of the matters set forth in this Article VIII and the facts and circumstances relating and pertaining hereto (whether any such claim shall be made in contract, breach of warranty, tort or otherwise) after the Indemnification Escrow Fund shall have been exhausted or distributed pursuant to the terms of this Agreement and the Escrow Agreement, shall be satisfied solely from the R&W Insurance Policy, and it shall not (and shall cause its Affiliates not to) directly or indirectly pursue any right, claim or action for indemnification, contribution or recovery against the Indemnifying Holders or any of their respective Affiliates for the recovery of Losses or otherwise under this Article VIII (it being acknowledged that indemnification for Tax related Losses shall be governed exclusively by Article VI hereof).

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)9, the Indemnifying Party shall satisfy its obligations within 15 Business Days thirty (30) days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such thirty (30) day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to the then current annual interest rate in the financial institution where the Indemnification Escrow Agent deposits the Indemnification Escrow Fund. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding. (b) Any Losses payable to a Tyler Indemnified Party Buyer indemnified party pursuant to this ARTICLE XI Section 9 shall be satisfied: (i) first, from the Indemnification Escrow AmountFund; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the Losses arise under in Section 3.1, Section 3.2, Section 3.11, Section 3.13(a), or Section 3.15 and the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party Buyer indemnified party in the Indemnification Escrow Fund, from the Escrow Amount, such excess shall be an obligation of the ShareholdersHolders, severally and not jointly (limited jointly, up to their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation each Holder’s pro rata portion of the Principal Shareholder responsible for total claim amount, up to a maximum amount per Holder equal to the breach and not limited by his Pro Rata Shareamount set forth next to such Holder’s name on Schedule 2.8 hereto. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Indemnification Escrow Account Fund pursuant to the terms of the Escrow Agreement, the Indemnification Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Indemnification Escrow Account (i) first, Fund to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders Holders as set forth in the Escrow Agreement in accordance with proportion to their Pro Rata SharesOwnership Percentages, as set forth in the Escrow Agreement. (d) Notwithstanding anything to the contrary in this Section 9.6, upon the final determination of the Post-Closing Adjustment (if any) and the Closing Cash Statement, the Indemnification Escrow Agent shall pay Fifty Thousand Dollars ($50,000) less the amount of any Post-Closing Adjustment out of the Indemnification Escrow Fund the Holders as set forth in the Escrow Agreement in proportion to their Ownership Percentages, and the Indemnification Escrow Fund shall thus be reduced by such amount. For the avoidance of doubt, any or all of the Indemnification Escrow Fund is available to fund the Post-Closing Adjustment.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article VIII, the Indemnifying Party shall satisfy its obligations within 15 fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (b) Any Losses payable to a Tyler Indemnified Party Parent Indemnitee pursuant to this ARTICLE XI shall Article VIII shall, except as otherwise provided herein, be satisfied: (i) first, from the Indemnification Escrow AmountFund; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party Parent Indemnitee in the Indemnification Escrow Fund, from the Principals, jointly and severally, in an amount up to the amount of their respective Principal Notes. With respect to payments from the Indemnification Escrow AmountFund for Losses payable to a Parent Indemnitee, such excess the number of shares of Parent Common Stock to be delivered to Parent from the Indemnification Escrow Fund shall be an obligation calculated by dividing the amount of Losses payable to such Parent Indemnitee pursuant to this Article VIII by fifty percent (50%) of the ShareholdersVWAP of the Parent Common Stock ending on the Business Day immediately preceding such payment date. Notwithstanding anything in this Agreement to the contrary, severally Parent Indemnitees shall have the right to require indemnification from the Principals in an amount up to the amount of their respective Principal Notes without first seeking shares of Parent Common Stock from the Indemnification Escrow Fund, and the exercise of such right shall not jointly (limited to their Pro Rata Shares), except impair the right of Parent Indemnitees with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata ShareIndemnification Escrow Fund. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Indemnification Escrow Account Fund pursuant to the terms of the Escrow Agreement, the Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts deliver shares remaining in the Indemnification Escrow Account (i) first, Fund to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders Stockholders as set forth in the Escrow Agreement in accordance with their Pro Rata Shares; provided, however that any fractional shares shall be rounded down and no fractional shares of Parent Common Stock shall be delivered, and any remaining shares of Parent Common Stock after such rounding down shall be returned to Parent; and provided, further, that such shares shall remain subject to the Lock Up Agreements, as applicable. (d) Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy it has or may have, Parent shall have the right to set off or recoup all unpaid principal and accrued interest due to any of Xxxx Xxxxxxxxxx, Xxxx Xxxxxx and/or Xxxxxxxxx Xxxxxxxx under any or all of the Principal Notes against any Losses payable to a Parent Indemnitee pursuant to Article VIII with respect to any inaccuracy in or breach of any of the Fundamental Representations in an amount equal to one (1) times such Losses (100% of the applicable Losses). (e) Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy it has or may have, Parent shall have the right to direct Parent’s transfer agent to transfer any, or all, of the shares of Parent Common Stock subject to any of the Lock Up Agreements to Parent to be applied against any Losses payable to a Parent Indemnitee pursuant to Article VIII by providing the Parent’s transfer agent written notice stating the number of shares of Parent Common Stock that the Parent Indemnitee is entitled to pursuant to pursuant to Article VIII. With respect to Losses payable to a Parent Indemnitee which can be satisfied from shares of Parent Common Stock subject to any of the Lock Up Agreements, the number of shares of Parent Common Stock to be delivered or transferred to Parent by Parent’s transfer agent shall be calculated by dividing the amount of Losses payable to such Parent Indemnitee pursuant to this Article VIII by fifty percent (50%) of the VWAP of the Parent Common Stock ending on the Business Day immediately preceding the date Parent provides such written notice to Parent’s transfer agent. None of the Principals shall have any further rights with respect to any and all shares of Parent Common Stock delivered or transferred to Parent pursuant to this Section 8.06(d).

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication (i) by wire transfer of immediately available fundsfunds or (ii) if the Indemnifying Party is a Stockholder, then, at such Stockholder’s sole election, in Parent Shares based on the Share Price, provided that no more than an aggregate of 1,633,333 Parent Shares (including any Parent Shares subtracted from the Closing Base Merger Consideration pursuant to the Estimated Closing Adjustment) may be elected by the Stockholders to satisfy the Stockholders’ collective obligations hereunder, which share limitation shall be increased by the number of Parent Shares equal to (A) the difference between the total number of Parent Shares issued to the Stockholders under this Agreement less 1,633,333, multiplied by (B) the percentage of the Escrow Cash released to Parent in satisfaction of the adjustment and indemnification obligations of the Stockholders under this Agreement. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but including the date such payment has been made at a rate per annum equal to 8%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (b) Any Losses payable to a Tyler Indemnified Party Parent Indemnitee pursuant to this ARTICLE XI Article VIII shall be satisfied: (i) first, from the Escrow Amount; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Indemnification Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, Fund and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party Parent Indemnitee in the Indemnification Escrow Fund, from the Escrow Amount, such excess shall be an obligation of the Shareholders, Stockholders severally and not jointly (limited to in accordance with their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Share. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Indemnification Escrow Account Fund, pursuant to the terms of the Escrow this Agreement, the Parent shall release any Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts Cash remaining in the Indemnification Escrow Account (i) first, Fund to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders as set forth in the Escrow Agreement Stockholders in accordance with their Pro Rata Shares.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article VIII, the Indemnifying Party shall satisfy its obligations within 15 10 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The Parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 10 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to one and one half percent (1.5%) per month. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (b) Any Losses (including Losses relating to Taxes) payable to a Tyler Indemnified Party Buyer Indemnitee pursuant to this ARTICLE XI Article VIII shall be satisfied: (i) first, from the Escrow Amount; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, Amount and (ii) second, to the extent the amount of such Losses payable exceeds the amounts available to the Tyler Indemnified Party Buyer Indemnitee from the Escrow Amount, such excess shall be an obligation of from the Shareholders, severally and not jointly (limited to their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata ShareSellers. (c) Indemnification payments With respect to any Taxes that are subject to indemnification under this Agreement Section 8.2, Buyer, after the Applicable Closing Date, shall provide the Sellers’ Representative with periodic reports (no less frequent than quarterly) of the receipt of any notice from a taxing authority which involves the Escrow Amount assertion of a claim, allegation, or commencement of an Action that would result in any indemnification for Taxes under Section 8.2 and shall use diligent and reasonable efforts to minimize any such Tax obligations. The Sellers shall have the right, at any time, to retain a third party consultant to provide advice to the Sellers regarding the foregoing. Any such costs shall be satisfied from borne directly by the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow AccountSellers. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Escrow Account pursuant to Amount on the terms of date that is 12 months after the Escrow AgreementSecond Closing, the Escrow Agent shall pay the remaining Escrow Amount (or deliver, in the case of Escrowed Shares) any amounts remaining in and all accrued interest thereon not previously distributed by the Escrow Account (iAgent) first, to the Shareholders’ Representative for any Shareholders’ Representative ExpensesSellers, and (ii) second, to the Shareholders as set forth in the Escrow Agreement in accordance with their Pro Rata Shares.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article VIII, the Indemnifying Party shall satisfy its obligations within 15 five (5) Business Days of such final, non-appealable final adjudication by wire transfer of immediately available funds. (b) Any Losses payable to a Tyler Indemnified Party Parent Indemnitee pursuant to this ARTICLE XI Article VIII shall be satisfied: (i) first, from the Indemnification Escrow AmountFund; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party Parent Indemnitee in the Indemnification Escrow Fund, from the Escrow Amount, such excess shall be an obligation of the Shareholders, severally and not jointly (limited to in accordance with their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Share. (c) Indemnification payments under this Agreement On the first Business Day after the 18-month anniversary of the Closing Date (the “Release Date”) Parent and the Shareholder Representative will deliver a joint written instruction to the Escrow Agent, directing the Escrow Agent to pay and deliver to the Shareholder Representative, from the Indemnification Escrow Amount shall be satisfied from Fund, by bank wire transfer of immediately available funds to an account designated in writing by the Escrowed Cash and the Escrowed Shares pro rata Shareholder Representative, an amount equal to (to the original amounts thereof deposited into extent a positive number) the Indemnification Escrow AccountFunds remaining on the Release Date less all amounts, if any, specified in any pending Indemnification Claims that are unresolved as of the Release Date. (d) For purposes After the Release Date, upon the resolution of determining indemnification payments under this Agreement that are satisfied any Indemnification Claim, Parent and the Shareholder Representative will deliver a joint written instruction to the Escrow Agent, directing the Escrow Agent to (i) pay and deliver to the party or parties designated in such joint written instruction, the amounts designated to be paid to such party or parties with respect to each such resolved Indemnification Claim, by bank wire transfer of immediately available funds to an account or accounts designated in writing by such party or parties, and (ii) pay and deliver to the Shareholder Representative, by bank wire transfer of immediately available funds to an account or accounts designated by the release of Escrowed Shares from the Escrow AccountShareholder Representative, the value of an Escrowed Share shall be deemed to be amount equal to the Average Trading Priceremaining Indemnification Escrow Funds, less all amounts, if any, specified in any pending Indemnification Claims that are unresolved as of such date. (e) Upon the termination of the Indemnification Escrow Account Fund pursuant to the terms of the Escrow Agreement, the Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Indemnification Escrow Account (i) first, to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, Fund to the Shareholders as set forth in the Escrow Agreement in accordance with their Pro Rata Shares.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article VIII, the Indemnifying Party shall satisfy its obligations within 15 ten (10) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such ten (10) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to one and one half percent (1.5%) per month. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (b) Any Losses payable to a Tyler Indemnified Party Parent Indemnitee pursuant to this ARTICLE XI Article VIII shall be satisfied: (i) first, from the Indemnification Escrow AmountFund; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party Parent Indemnitee in the Indemnification Escrow Fund, from the Escrow Amount, such excess shall be an obligation of the ShareholdersStockholders and Optionholders, severally and not jointly (limited to their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Share. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Escrow Account pursuant to the terms of the Escrow Agreement, the Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Escrow Account (i) first, to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders as set forth in the Escrow Agreement in accordance with their Pro Rata Shares). In connection with any Loss being satisfied from the Indemnification Escrow Fund, such Loss (other than a Loss arising under Articles VI with respect to Taxes which shall be satisfied first from the cash portion of the Escrow Fund and then from the escrowed Parent Common Stock) shall be satisfied proportionately in cash and Parent Common Stock held in such Indemnification Escrow Fund. For purposes of determining the number of shares of Parent Common Stock to satisfy any obligation for a Loss, the price per share of Parent Common Stock used to determine the number of shares of Parent Common Stock issued at the time of Closing shall be deemed the price per share of Parent Common Stock for purposes of any claim made to the Indemnification Escrow Fund. (c) With respect to any Taxes that are subject to indemnification under Section 8.02 (a), Parent, after the Closing, shall provide the Stockholder Representative with periodic reports (no less frequent than quarterly) of the status of any negotiations, settlements, voluntary filings, assessments or similar actions with any taxing authority (including copies of correspondence with such taxing authorities) that would result in any indemnification for Taxes under Section 8.02(a) and shall use diligent and reasonable efforts to minimize any such Taxe obligations. The Stockholder Representative shall have the right, at any time, to retain a third party consultant (whose expenses must be preapproved by Parent and shall be paid out of the Indemnification Escrow Amount), to provide advice to the Stockholder Representative regarding the foregoing. (d) Upon the termination of the Indemnification Escrow Fund on the date that is twelve (12) months after the Closing (which date will be extended for an additional six (6) months by the Stockholder Representative if Parent is engaged in good faith settlement discussions with state and local taxing authorities to resolve the Company’s historical Tax liabilities), the Escrow Agent shall pay any amounts of cash remaining in the Indemnification Escrow Fund to the Stockholders and Optionholders and any remaining shares of Parent Common Stock to the Stockholders as set forth in the Consideration Spreadsheet set forth in Section 2.18. If the Indemnification Escrow Fund is extended for an additional six (6) months as referenced above, it shall be extended solely for the purpose of any Losses relating to the non-payment of Taxes under Article VI and Parent shall not be entitled to make claims to such Indemnification Escrow Fund during the extension period for any other type of Loss.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)Article VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication (i) by wire transfer of immediately available fundsfunds or (ii) if the Indemnifying Party is a Stockholder, then, at such Stockholder’s sole election, in Parent Shares based on the Share Price, provided that no more than an aggregate of 980,000 Parent Shares (including Escrow Shares and any Parent Shares subtracted from the Closing Base Merger Consideration pursuant to the Estimated Closing Adjustment) may be elected by such Stockholder to satisfy the Stockholders’ collective obligations hereunder. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but including the date such payment has been made at a rate per annum equal to 8%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (b) Any Losses payable to a Tyler Indemnified Party Parent Indemnitee pursuant to this ARTICLE XI Article VIII shall be satisfied: (i) first, from the Escrow Amount; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Indemnification Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, Fund and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party Parent Indemnitee in the Indemnification Escrow Fund, from the Escrow Amount, such excess shall be an obligation of the Shareholders, Stockholders severally and not jointly (limited to in accordance with their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Share. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Indemnification Escrow Account Fund, pursuant to the terms of the Escrow this Agreement, the Parent shall issue any Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts Shares remaining in the Indemnification Escrow Account (i) first, Fund to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders as set forth in the Escrow Agreement Stockholders in accordance with their Pro Rata Shares.

Payments; Indemnification Escrow Fund. (a) Once Subject to subsection (b) hereof, once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a)VIII, the Indemnifying Party shall satisfy its obligations within 15 fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to, but excluding, the date such payment has been made at a rate per annum equal to six percent (6%). Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed. (b) Any Losses payable to a Tyler Indemnified Party pursuant to this ARTICLE XI of the Buyer Indemnitees for which the Seller is liable shall be satisfied: recovered (i) first, from the Escrow Amount; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only R&W Policy (to the extent funds are recovery is available following under and pursuant to the payment terms of the Losses due R&W Policy with respect to any Tyler Indemnified Party in connection with such claim for indemnityLosses, taking into account the self-insured retention thereunder) and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party from the Indemnification Escrow Amount, such excess shall be an obligation of the Shareholders, severally and not jointly (limited to their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata ShareFund. (c) Indemnification payments With respect to any Losses for which coverage is available under the R&W Policy (after taking into account the limitations and any retention or deductible therein), any indemnification payment under this Agreement from the Escrow Amount ARTICLE VIII required to be made by Seller in respect of any such covered Losses, shall be satisfied from reduced by any proceeds actually received by the Escrowed Cash and Buyer Indemnities under the Escrowed Shares pro rata R&W Policy. Each Buyer Indemnitee shall use its best efforts to recover under the original amounts thereof deposited into R&W Policy for any Losses prior to seeking indemnification under this Agreement; provided, that, for the Escrow Accountavoidance of doubt, no such commercially reasonable efforts shall require a Buyer Indemnitee to commence litigation. (d) For purposes No party shall have any liability under any provision of determining indemnification payments under this Agreement for any Losses to the extent that such Losses are satisfied directly caused or increased as a result of the negligent actions, omissions or failure to mitigate by the release other party hereto or its officers, directors, employees and agents. Each party hereto shall take and shall cause to be taken all steps reasonably necessary to mitigate all such Losses promptly after becoming aware of Escrowed Shares from the Escrow Account, the value of an Escrowed Share any event that could reasonably be expected to give rise to such Losses; provided that no party hereto shall be deemed required to use such efforts if they would be equal detrimental in any material respect to the Average Trading Pricesuch Party hereto. (e) Upon the termination The computation of the Escrow Account Losses pursuant to the terms of the Escrow Agreement, the Escrow Agent this Article VIII shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Escrow Account be made after deducting therefrom (i) firstany indemnity, to contribution or other similar payment actually recovered by the Shareholders’ Representative for indemnified party from any Shareholders’ Representative Expensesthird party with respect thereto, and less any cost actually incurred by the indemnified party in the collection of any such proceeds, indemnity, contribution or other similar payment; (ii) secondany Tax savings actually received by the indemnified party as a result of such event; and (iii) any proceeds actually received by the indemnified party from any insurance policies with respect thereto. In addition, any amount recovered by an indemnified party from third parties with respect to a Loss which has already been indemnified by an indemnifying party shall be promptly paid over by the indemnified party to the Shareholders as set forth in the Escrow Agreement in accordance with their Pro Rata Sharesindemnifying party.