Common use of Escrow Procedures Clause in Contracts

Escrow Procedures. The parties agree that their respective rights and obligations with respect to the Escrow Fund, including the funding of the requisite amounts into the Escrow Fund, the procedure for the making of claims against the amounts in the Escrow Fund and the release of such amounts from the Escrow Fund, shall be governed by, and subject to the terms and provisions of, this Agreement and the Escrow Agreement, and (y) from time to time after the Closing, promptly after the determination of any amounts due from or with respect to the Escrow Fund on account of the Overpayment Amount pursuant to Section 2.4 (if any) or the Company Securityholders’ indemnification obligations under this Article 9, Buyer and the Representative shall deliver to the Escrow Agent joint direction giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Escrow Agreement. Within two (2) Business Days after the Indemnity Termination Date, Buyer and the Representative shall deliver to the Escrow Agent joint direction to release to the Paying Agent, for and on behalf of the Company Securityholders, the excess, if any, of (i) funds then in the Escrow Fund over (ii) the aggregate amount of any then unresolved claims for indemnification asserted by the Buyer Indemnified Parties in good faith prior to the Indemnity Termination Date in accordance with the terms of this Agreement (each, a “Pending Claim”). After the Indemnity Termination Date, on the third (3rd) Business Day following the date that any Pending Claim is finally resolved (and the payment, if any, to the Buyer Indemnified Parties with respect to such resolution has been made in full), Buyer and the Representative shall deliver joint direction instructing the Escrow Agent to release to the Paying Agent from the Indemnity Escrow Fund the result of, if greater than zero, (x) the amount then remaining in the Indemnity Escrow Fund minus (y) the aggregate amount under any unresolved Pending Claims. Any such amounts so released to the Paying Agent, if any, shall be distributed by the Paying Agent to the Company Securityholders in accordance with the terms of this Agreement, including the Payment Spreadsheet.

Escrow Procedures. The parties hereto agree that (a) their respective rights and obligations with respect to the Indemnity Escrow Fund, including the funding of the requisite amounts into the Indemnity Escrow Fund, the procedure for the making of claims against the amounts in the Indemnity Escrow Fund and the release of such amounts from the Indemnity Escrow Fund, shall be governed by, and subject to the terms and provisions of, this Agreement and the Escrow Agreement, Agreement and (yb) from time to time after the Closing, promptly after the determination hereunder of any amounts due from or with respect to the Indemnity Escrow Fund on account of the Overpayment Amount pursuant to Section 2.4 (if any) or the Company Securityholders’ indemnification obligations under this Article 9Fund, Buyer and the Representative they shall deliver to the Escrow Agent irrevocable joint direction instructions giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Escrow Agreement. Within two (2) Business Days after On the Initial Indemnity Termination Escrow Release Date, Buyer and the Representative shall deliver to the Escrow Agent joint direction to release to the Paying Agent, for and on behalf of the Company Securityholders, the excess, if any, of (i) funds then in the Escrow Fund over (ii) the aggregate amount of any then unresolved claims for indemnification asserted by the Buyer Indemnified Parties in good faith prior to the Indemnity Termination Date in accordance with the terms of this Agreement (each, a “Pending Claim”). After the Indemnity Termination Date, on the third (3rd) Business Day following the date that any Pending Claim is finally resolved (and the payment, if any, to the Buyer Indemnified Parties with respect to such resolution has been made in full), Buyer and the Representative parties shall deliver joint direction instructing written instructions to the Escrow Agent to release to the Paying Sellers, in accordance with the Proceeds Allocation Methodology, the Initial Indemnity Escrow Release Amount. On the Final Indemnity Escrow Release Date, the parties shall deliver joint written instructions to the Escrow Agent from to release to the Sellers, in accordance with the Proceeds Allocation Methodology, the remaining balance of the Indemnity Escrow Fund, if any, less any amount of the Indemnity Escrow Fund subject to holdback for unresolved claims for indemnification pursuant to the result of, if greater than zero, (x) terms and conditions of the amount then remaining in Escrow Agreement; provided that the Indemnity Escrow Fund minus (y) parties shall cause the aggregate amount under of any funds that are not distributed on the Final Indemnity Escrow Release Date due to an unresolved Pending Claimsclaim for indemnification to be released as promptly as practicable following the resolution thereof. Any such amounts so released The Seller Representative shall direct the Escrow Agent to release to the Paying Agent, if any, shall be distributed by Sellers amounts from the Paying Agent to the Company Securityholders Seller Representative Expense Fund in accordance with the terms procedures set forth in Section 12.06 of this Agreement, including the Payment SpreadsheetCompany Disclosure Schedule.

Escrow Procedures. The parties agree that their respective rights and obligations with respect a. Escrow Holder has the right to the Escrow Fund, including the funding of the requisite amounts into the Escrow Fund, the procedure for the making of claims against the amounts in the Escrow Fund and the release of such amounts from the Escrow Fund, shall be governed by, and subject to enforce the terms and provisions of, conditions of this Agreement Agreement. Buyer and the Seller do hereby jointly and severally agree that Escrow Holder shall incur no liability whatsoever in connection with its good faith performance under this Agreement, and (y) including without limitation, loss or damage resulting from time to time after the Closing, promptly after the determination following: i. The financial status or insolvency of any amounts due from other party, or any misrepresentation made by any other party; ii. Any legal effect, insufficiency, or undesirability of any instrument deposited with respect or delivered by or to Escrow Holder or exchanged by the parties hereunder, whether or not Escrow Holder prepared such instrument; iii. The default, error, action or omission or any other party to the escrow; iv. Any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection or while those funds are on deposit in a financial institution if such loss or impairment results from the failure, insolvency or suspension of a financial institution, or any loss or impairment of funds due to the invalidity of any draft, check, document or other negotiable instrument delivered to Escrow Fund on account Holder; v. The expiration of any time limit or other consequence of delay unless a properly executed settlement instruction, executed by E▇▇▇▇▇ ▇▇▇▇▇▇ has instructed Escrow Holder to comply with said time limit; vi. Escrow Holder’s compliance with any legal process, subpoena, writ, order, judgment or decree of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed; vii. Upon completion of the Overpayment Amount pursuant to Section 2.4 (if any) or the Company Securityholders’ indemnification obligations under this Article 9, Buyer and the Representative shall deliver to the Escrow Agent joint direction giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Escrow Agreement. Within two (2) Business Days after the Indemnity Termination Date, Buyer and the Representative shall deliver to the Escrow Agent joint direction to release to the Paying Agent, for and on behalf disbursement of the Company Securityholders, funds and delivery of the excessinstruments, if any, Escrow Holder shall be automatically released and discharged of (i) funds then its escrow obligations hereunder; and viii. The obligations of Buyer and Seller shall apply to and be for the benefit of agents of Escrow Holder employed by it for services in connection with this escrow, as well as for the benefit of Escrow Fund over (ii) the aggregate amount of Holder. b. Buyer and Seller do hereby jointly and severally release and waive any then unresolved claims for indemnification asserted by the Buyer Indemnified Parties they may have against Escrow Holder, which may result from its performance in good faith prior to the Indemnity Termination Date in accordance with the terms of this Agreement (each, a “Pending Claim”). After the Indemnity Termination Date, on the third (3rd) Business Day following the date that any Pending Claim is finally resolved (and the payment, if any, to the Buyer Indemnified Parties with respect to such resolution has been made in full), Buyer and the Representative shall deliver joint direction instructing the Escrow Agent to release to the Paying Agent from the Indemnity Escrow Fund the result of, if greater than zero, (x) the amount then remaining in the Indemnity Escrow Fund minus (y) the aggregate amount its function under any unresolved Pending Claims. Any such amounts so released to the Paying Agent, if any, shall be distributed by the Paying Agent to the Company Securityholders in accordance with the terms of this Agreement, including including, but not limited to, a delay in the Payment Spreadsheetelectronic wire transfer of funds. Notwithstanding the foregoing, Escrow Holder shall be liable only for loss or damage caused directly by its negligence or willful misconduct while performing as Escrow Holder under this Agreement.