Common use of Seller Escrow Fund Clause in Contracts

Seller Escrow Fund. At the Closing, Buyer shall deposit $2,000,000.00 (the “Seller Escrow Deposit”) into an escrow account with Square 1 Bank (the “Escrow Agent”) under an Escrow Agreement in the form attached hereto as Exhibit B executed and delivered by Seller, Buyer and Escrow Agent (the “Seller Fund Escrow Agreement”). Seller and Buyer shall each pay one-half of the fees and expenses of the Escrow Agent in connection with the administration of the Seller Fund Escrow Agreement. Buyer shall be entitled to seek indemnification for any Losses for which it is entitled to be indemnified pursuant to Section 7.1 by making a claim to Escrow Agent, as evidenced by joint instructions to be given by Buyer and Seller in accordance with the Seller Fund Escrow Agreement, for payment from the Seller Escrow Deposit. On the date after the Closing Date when all conditions pursuant to which a purchase price adjustment could be made pursuant to Section 2.3(d) hereof have been exhausted, Seller and Buyer shall jointly instruct the Escrow Agent to disburse to Seller the entire Seller Escrow Deposit, plus any accrued interest, less (a) any amounts disbursed by Escrow Agent in payment of claims made by Buyer and (b) any amounts subject to claims made by Buyer but not disbursed by Escrow Agent (which amounts shall continue to be held by Escrow Agent until disbursed in accordance with the terms of the Seller Fund Escrow Agreement). The Seller Escrow Deposit shall not constitute the limit of Seller’s liability to Buyer, and Buyer shall retain all indemnification rights and remedies pursuant to Article 7 in this Agreement.

Seller Escrow Fund. At Upon confirmation of the Closingtotal number of Purchased Subscribers that the Buyer has successfully billed, Buyer shall deposit $2,000,000.00 ten percent (10%) of the Purchase Price (the “Seller Escrow Deposit”) into an escrow account with Square 1 Bank (the “Escrow Agent”) under an Escrow Agreement in the form attached hereto as Exhibit B executed and delivered by Seller, Buyer and Escrow Agent (the “Seller Fund Escrow Agreement”). Seller and Buyer shall each pay one-half of the fees and expenses of the Escrow Agent in connection with the administration of the Seller Fund Escrow Agreement. Buyer shall be entitled to seek indemnification for any Losses for which it is entitled to be indemnified pursuant to Section 7.1 by making a claim to Escrow Agent, as evidenced by joint instructions to be given by Buyer and Seller in accordance with the Seller Fund Escrow Agreement, for payment from the Seller Escrow Deposit. On the date after the Closing Date when all conditions pursuant to which a purchase price adjustment could be made pursuant to Section 2.3(d) hereof have been exhaustedexhausted or four (4) months after the Closing Date (whichever is later), Seller and Buyer shall jointly instruct the Escrow Agent to disburse to Seller the entire Seller Escrow Deposit, plus any accrued interest, less (a) any amounts disbursed by Escrow Agent in payment of claims made by Buyer and (b) any amounts subject to claims made by Buyer but not disbursed by Escrow Agent (which amounts shall continue to be held by Escrow Agent until disbursed in accordance with the terms of the Seller Fund Escrow Agreement). The Seller Escrow Deposit shall not constitute the limit of Seller’s liability to Buyer, and Buyer shall retain all indemnification rights and remedies pursuant to Article 7 in this Agreement.

Seller Escrow Fund. At the Closing, Buyer shall deposit $2,000,000.00 336,000.00 (the “Seller Escrow Deposit”) into an escrow account with Square 1 Bank (the “Escrow Agent”) under an Escrow Agreement in the form attached hereto as Exhibit B executed and delivered by Seller, Buyer and Escrow Agent (the “Seller Fund Escrow Agreement”). Seller and Buyer shall each pay one-half of the fees and expenses of the Escrow Agent in connection with the administration of the Seller Fund Escrow Agreement. Buyer shall be entitled to seek indemnification for any Losses for which it is entitled to be indemnified pursuant to Section 7.1 by making a claim to Escrow Agent, as evidenced by joint instructions to be given by Buyer and Seller in accordance with the Seller Fund Escrow Agreement, for payment from the Seller Escrow Deposit. On the date after the Closing Date when all conditions pursuant to which a purchase price adjustment could be made pursuant to Section 2.3(d) hereof have been exhausted, Seller and Buyer shall jointly instruct the Escrow Agent to disburse to Seller the entire Seller Escrow Deposit, plus any accrued interest, less (a) any amounts disbursed by Escrow Agent in payment of claims made by Buyer and (b) any amounts subject to claims made by Buyer but not disbursed by Escrow Agent (which amounts shall continue to be held by Escrow Agent until disbursed in accordance with the terms of the Seller Fund Escrow Agreement). The Seller Escrow Deposit shall not constitute the limit of Seller’s liability to Buyer, and Buyer shall retain all indemnification rights and remedies pursuant to Article 7 in this Agreement.

Seller Escrow Fund. At the Closing, Buyer shall deposit $2,000,000.00 309,233 (the “Seller Escrow Deposit”) into an escrow account with Square 1 Alliance Bank of Arizona (the “Escrow Agent”) under an Escrow Agreement in the form attached hereto as Exhibit B executed and delivered by Seller, Parent, Buyer and Escrow Agent (the “Seller Fund Escrow Agreement”). Seller and Buyer shall each pay one-half of the fees and expenses of the Escrow Agent in connection with the administration of the Seller Fund Escrow Agreement. Buyer shall be entitled to seek indemnification for any Losses for which it is entitled to be indemnified pursuant to Section 7.1 by making a claim to Escrow Agent, as evidenced by joint instructions to be given by Buyer and Seller Parent in accordance with the Seller Fund Escrow Agreement, for payment from the Seller Escrow Deposit. On the date nine months after the Closing Date when all conditions pursuant to which a purchase price adjustment could be made pursuant to Section 2.3(d) hereof have been exhaustedDate, Seller Parent and Buyer shall jointly instruct the Escrow Agent to disburse to Seller the entire Seller Escrow Deposit, plus any accrued interest, less (a) any amounts disbursed by Escrow Agent in payment of claims made by Buyer and (b) any amounts subject to claims made by Buyer but not disbursed by Escrow Agent (which amounts shall continue to be held by Escrow Agent until disbursed in accordance with the terms of the Seller Fund Escrow Agreement). The Seller Escrow Deposit shall not constitute the limit of Seller’s liability to Buyer, and Buyer shall retain all indemnification rights and remedies pursuant to Article 7 in this Agreement.

Seller Escrow Fund. At Upon confirmation of the Closingtotal number of Purchased Subscribers that the Buyer has successfully billed, Buyer shall deposit $2,000,000.00 twenty percent (20%) of the Purchase Price (the “Seller Escrow Deposit”) into an escrow account with Square 1 Bank (the “Escrow Agent”) under an Escrow Agreement in the form attached hereto as Exhibit B executed and delivered by Seller, Buyer and Escrow Agent (the “Seller Fund Escrow Agreement”). Seller and Buyer shall each pay one-half of the fees and expenses of the Escrow Agent in connection with the administration of the Seller Fund Escrow Agreement. Buyer shall be entitled to seek indemnification for any Losses for which it is entitled to be indemnified pursuant to Section 7.1 by making a claim to Escrow Agent, as evidenced by joint instructions to be given by Buyer and Seller in accordance with the Seller Fund Escrow Agreement, for payment from the Seller Escrow Deposit. On the date after the Closing Date when all conditions pursuant to which a purchase price adjustment could be made pursuant to Section 2.3(d) hereof have been exhaustedexhausted or four (4) months after the Closing Date (whichever is later), Seller and Buyer shall jointly instruct the Escrow Agent to disburse to Seller the entire Seller Escrow Deposit, plus any accrued interest, less (a) any amounts disbursed by Escrow Agent in payment of claims made by Buyer and (b) any amounts subject to claims made by Buyer but not disbursed by Escrow Agent (which amounts shall continue to be held by Escrow Agent until disbursed in accordance with the terms of the Seller Fund Escrow Agreement). The Seller Escrow Deposit shall not constitute the limit of Seller’s liability to Buyer, and Buyer shall retain all indemnification rights and remedies pursuant to Article 7 in this Agreement.

Seller Escrow Fund. At the Closing, Buyer shall deposit $2,000,000.00 557,700.00 (the “Seller Escrow Deposit”) into an escrow account with Square 1 Bank (the “Escrow Agent”) under an Escrow Agreement in the form attached hereto as Exhibit B executed and delivered by Seller, Buyer and Escrow Agent (the “Seller Fund Escrow Agreement”). Seller and Buyer shall each pay one-half of the fees and expenses of the Escrow Agent in connection with the administration of the Seller Fund Escrow Agreement. Buyer shall be entitled to seek indemnification for any Losses for which it is entitled to be indemnified pursuant to Section 7.1 by making a claim to Escrow Agent, as evidenced by joint instructions to be given by Buyer and Seller in accordance with the Seller Fund Escrow Agreement, for payment from the Seller Escrow Deposit. On the date after the Closing Date when all conditions pursuant to which a purchase price adjustment could be made pursuant to Section 2.3(d) hereof have been exhausted, Seller and Buyer shall jointly instruct the Escrow Agent to disburse to Seller the entire Seller Escrow Deposit, plus any accrued interest, less (a) any amounts disbursed by Escrow Agent in payment of claims made by Buyer and (b) any amounts subject to claims made by Buyer but not disbursed by Escrow Agent (which amounts shall continue to be held by Escrow Agent until disbursed in accordance with the terms of the Seller Fund Escrow Agreement). The Seller Escrow Deposit shall not constitute the limit of Seller’s liability to Buyer, and Buyer shall retain all indemnification rights and remedies pursuant to Article 7 in this Agreement.