Indemnity Escrow Amount Sample Clauses

Indemnity Escrow Amount. At Closing, Purchaser shall deposit the ----------------------- Indemnity Escrow Amount with the Escrow Agent to be held pursuant to the terms of the Indemnity Escrow Agreement. The Indemnity Escrow Amount shall be taken from the cash consideration to be paid by the Purchaser at Closing and shall be equal to $500,000. The Escrow Agent shall hold the Indemnity Escrow Amount in a separate interest bearing or investment income earning account for the benefit of the parties pending termination and satisfaction of any Indemnity Claims asserted by Purchaser hereunder on or prior to the expiration of the applicable Survival Period.

Indemnity Escrow Amount. In order to provide security for the Company Shareholder’s indemnification obligations under this Article ‎7, Parent shall deposit cash in an amount equal to the Indemnity Escrow Amount into the Indemnity Escrow Account concurrently with the Closing.

Indemnity Escrow Amount. The Indemnity Escrow Amount shall be used to satisfy Damages, if any, for which Buyer Indemnified Parties are entitled to indemnification or reimbursement in accordance with Article XI hereof. For purposes of satisfying any claim under this Agreement, the value of each Parent Share included in the Indemnity Escrow Amount shall be equal to the Closing Date Reference Price. The Escrow Agent shall release the balance of the Indemnity Escrow Amount to the Sellers, as applicable, on the first Business Day which is nine (9) months after the Closing Date (the “Indemnity Escrow Release Date”), provided that if on the Indemnity Escrow Release Date any claim by a Buyer Indemnified Party has been made that could result in Damages and Buyer has notified the Escrow Agent and the Sellers of such in writing, then either (i) there shall be withheld from the distribution to the Sellers such portion of the Indemnity Escrow Amount as is necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Escrow Agreement (and the escrow account shall continue with respect to such withheld amount) and such withheld amount (or the applicable portion thereof) shall either be (A) paid to Buyer or (B) paid to the Sellers, as determined upon final resolution of each such claim in accordance with the terms of the Escrow Agreement and Article XI hereof or (ii) the Sellers shall post a bond in an amount reasonably acceptable to Buyer for such amount necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of the Escrow Agreement, and upon posting of such bond all of the remaining balance of the Indemnity Escrow Amount shall be released to the Sellers in accordance with the terms of the Escrow Agreement and Article XI hereof. Notwithstanding the forgoing, the Indemnity Escrow Amount shall be available to satisfy any claims made by Buyer pursuant to Section 3.2(g).

Indemnity Escrow Amount. At the Closing, the Purchaser shall deliver to the Escrow Agent, out of the Estimated Purchase Price, a cash amount of $8,500,000 (the “Indemnity Escrow Amount”) to be held in a separate account (the “Indemnity Escrow Account”) (together with all income and interest earned or accrued thereon, the “Indemnity Escrow Fund”) as partial security for the Selling Shareholders’ and Optionholders’ indemnification obligations pursuant to this Agreement, to be held and distributed by the Escrow Agent in accordance with Sections 10.6 and 10.7 of this Agreement and the Escrow Agreement.

Indemnity Escrow Amount. At the Closing, Buyer shall deposit an amount equal to Four Million Five Hundred Thousand Dollars ($4,500,000.00) (the “Indemnity Escrow Amount”) with the Escrow Agent, pursuant to an escrow agreement in substantially the form attached hereto as Exhibit B, together with any revisions mutually agreed upon by the Parties and revisions required by the Escrow Agent (the “Indemnity Escrow Agreement”). The Indemnity Escrow Amount, together with income earned thereon, if any, as provided in the Indemnity Escrow Agreement (the “Indemnity Escrowed Funds”), shall be held by the Escrow Agent pursuant to the Indemnity Escrow Agreement as a source of funds for paying any amount owed by Seller to Buyer pursuant to ARTICLE IX and will be released to Buyer or Seller when and as provided in the Indemnity Escrow Agreement. All costs and expenses, and any indemnities in favor of the Escrow Agent, shall be paid as provided in Section 2.2(c).

Indemnity Escrow Amount. At the Closing, Buyer will deposit with the Escrow Agent, by wire transfer of immediately available funds, the sum of Six Million Dollars ($6,000,000.00) (the “Indemnity Escrow Amount”) as provided in Section 2.5a, which Indemnity Escrow Amount will be held in escrow by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement; b.

Indemnity Escrow Amount. (a) The Indemnity Escrow Amount will be used, in part and as applicable, for the satisfaction of indemnification obligations of the Indemnifying Parties under this Article VIII and any obligations of the Indemnifying Parties to pay any post-Closing adjustment in accordance with Section ‎1.5.

Indemnity Escrow Amount. Purchaser shall pay $1,750,000.00 (the "Indemnity Escrow Amount") to W▇▇▇▇ Fargo Bank, National Association, as agent to Purchaser and the Seller (the "Escrow Agent"), in immediately available funds, to the account designated by the Escrow Agent, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof; and

Indemnity Escrow Amount. On the Closing Date, a portion of the Merger Consideration equal to $2,000,000 (the "Indemnification Escrow Amount") shall be paid by Acquiror to an escrow account with All First Bank (the "Indemnification Escrow Agent") in accordance with an escrow agreement among, Acquiror, FDC, and the Indemnification Escrow Agent in the form attached hereto as Annex C (the "Indemnification Escrow Agreement"). All funds deposited with the Indemnification Escrow Agent shall be held and disbursed in accordance with the terms of the Indemnification Escrow Agreement. No party seeking indemnification (the "Indemnified Party") shall be entitled to indemnification pursuant to this Article 10 unless the Indemnified Party shall have provided the party providing indemnification (the "Indemnifying Party") with written notice thereof within the time period for survival of such representation or warranty, as set forth in Section 13.11 hereof.