Indemnification and Escrow Clause Samples

Indemnification and Escrow. Subject to the limitations set forth in -------------------------- this Section 5.2, the Shareholder covenants and agrees that it shall indemnify, defend, protect and hold harmless Simtek, at all times from and after the date of this Agreement (subject to any limitation on the survival of representations and warranties set forth in Section 5.1), against all losses, claims, damages, ----------- actions, suits, proceedings, demands, assessments, adjustments, costs and expenses ("Losses") (including specifically, but without limitation, reasonable ------ attorneys' fees and expenses of investigation ("Legal Expenses")) incurred or -------------- suffered by Simtek or ILSI or both based upon, resulting from or arising out of any inaccuracy or breach of any representation or warranty of the Shareholder in this Agreement, in the event such Losses exceed, in the aggregate, $25,000 (the "Basket Amount"). On the Closing Date, the Shareholder shall deliver to Simtek -------------- certificates representing 300,000 shares (the "Escrow Shares") of Simtek Stock ------------- issued to Shareholder in negotiable form, duly endorsed in blank, and with separate notarized stock transfer powers attached thereto and signed in blank, which Escrow Shares shall serve to offset any indemnification obligation of Shareholder hereunder. Simtek shall hold the Escrow Shares in escrow for one year following the date hereof. Except for fraud or a breach of Section 3.3, the liability of Shareholder for the breach of any representation or warranty set forth in Article II hereof shall be limited to the Escrow Shares. In the event Simtek receives notice of the commencement of any action, suit or proceeding by any person in respect of which Simtek will seek indemnification hereunder, Simtek shall notify Shareholder thereof in writing in accordance with Section 5.4 below and the parties shall have the right to defend such action, suit or proceeding in accordance with Section 5.4. At the conclusion of the date one year following the date hereof, the parties shall in good faith attempt to agree on whether Shareholder has an obligation to indemnify, defend, protect or hold harmless Simtek pursuant to this Section 5.2 and the dollar amount of Losses incurred or suffered by Simtek or ILSI or both. If the parties cannot so agree, a single arbitrator (the "Arbitrator"), selected jointly by the parties, ---------- shall determine, through arbitration in Colorado Springs, Colorado, in accordance with ...

Indemnification and Escrow. 26 11. Termination..................................................................... 29 12.

Indemnification and Escrow. 40 7.1 Survival of Representations, Warranties, Covenants and Agreements.............................. 40 7.2 Escrow and Indemnification..................................................................... 41

Indemnification and Escrow. 26 8.1. Indemnification............................................26 8.2.

Indemnification and Escrow. 36 8.1 Indemnification by Sitebridge and the Selling Stockholders.................. 36 8.2

Indemnification and Escrow. Survival of Representations and Warranties SECTION 9.2. Indemnification

Indemnification and Escrow. 62 Section 10.1 Survival of Representations and Warranties. . . . . . . . . .62 Section 10.2

Indemnification and Escrow. Survival of Representations, Warranties, and Covenants. The representations, warranties, covenants, and agreements of the Shareholders contained in this Agreement, the Company Closing Documents, or in any certificate or other instruments delivered pursuant to this Agreement or the Company Closing Documents, shall survive for a period of twelve (12) months following the Closing Date (other than covenants that would by their terms survive for a longer period); provided, however, that (i) the representations and warranties contained in Section 2.4 (Company Capital Structure), Section 2.5 (Authority), Section 2.10 (Tax and Other Returns and Reports), Section 2.14 (Intellectual Property), Section 2.21 (Environmental Matters), Section 2.29 (Transfer of ▇▇▇▇▇ Avenue Property; Other Pre-Closing Transactions; No Liability), and the Title Warranties set forth in Article IIA; (ii) the covenants of the Shareholders set forth in Section 1.3(f), Section 5.16 and Section 5.17, and the Intellectual Property Transfer Covenants; and (iii) the indemnities in respect of Wage Claims at Section 6.2(iii), Pension Scheme Expenses at Section 6.2(iv), Transferring Employee Losses at Section 6.2(v), Pre-Closing Taxes at Section 6.2(vi), and Specialty Liability Losses at Section 6.2(viii) (the representations, warranties and covenants set forth in the foregoing subsections (i), (ii), and (iii) being referred to as "Special Loss Warranties, Covenants, and Indemnities") shall survive until the shorter of (a) six (6) years following the Closing Date and (b) the expiration of the date 90 days after the expiration of the applicable statute of limitations, and (ii) in the case of fraud or willful and knowing misrepresentation or willful and knowing breach, such representations, warranties, covenants, and agreements shall survive indefinitely. The expiration of such twelve (12) month or longer period, as applicable, is referred to as the "Survival Period." Neither the Survival Period nor the Liability of any Indemnifying Party (as defined below) shall be reduced by any investigation made at any time by or on behalf of the Purchaser. If a written notice of claim pursuant to this Article VI has been given prior to the end of the Survival Period by the Purchaser, then the relevant representations, warranties, covenants, and agreements shall continue to survive as to such claim until the claim has been finally resolved. The representations and warranties of the Purchaser contained in this Agree...

Indemnification and Escrow. 53 SECTION 10.01