Escrow Holdback. On the Closing Date, Seller shall deposit in an interest-bearing escrow account with the Title Company the total sum equal to Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Escrow Holdback”). The Escrow Holdback shall be held by the Title Company and distributed in accordance with the terms of an escrow holdback agreement to be entered into by and among the Seller, Buyer and New Operator (the “Escrow Holdback Agreement”). The purpose of the Escrow Holdback shall be to provide Buyer and New Operator with readily available funds for satisfaction of all payment of any amounts due with respect to any of the Seller’s indemnification obligations pursuant to this Agreement and to New Operator under the OTA, in all instances made before the three (3) year anniversary of the Closing Date (the “Escrow Release Date”). On the first-year anniversary of the Closing Date, a portion of the Escrow Holdback shall be released to Seller such that the balance of the funds remaining in the Escrow Holdback shall be equal to Two Hundred Thousand Dollars ($200,000.00). On the second-year anniversary of the Closing Date, a portion of the Escrow Holdback shall be released to Seller such that the balance of the funds remaining in the Escrow Holdback shall be equal to One Hundred Thousand Dollars ($100,000.00). On the Escrow Release Date, the Title Company shall deliver to Seller all amounts remaining in the Escrow Holdback, provided that on such date there does not exist a pending or unresolved Escrow Claim, in which event the amount of such pending or unresolved claim shall remain in the Escrow Holdback until paid to either Seller, Buyer or New Operator in connection with the resolution of such claim.
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