escrow account share purchase agreement

(a) The Escrow Account will be established at Xxxxx Fargo & Company with such Bank serving as escrow agent ("Escrow Agent") subject to escrow instructions mutually acceptable to Settlement Class Counsel and Fujikura, such escrow to be administered by the Escrow Agent under the Court 's continuing supervision and control. absence, the finance director, in each case from time to time) as its agent to receive on its behalf in England or Wales service of any proceedings under clause 19.2 or under or in respect of a claim under the Escrow Agreement. SHARE PURCHASE AGREEMENT BETWEEN THE PERSONS LISTED IN SCHEDULE 1 IP HOLDING ASIA SINGAPORE PTE. (e) In connection with the Closing, the parties, as applicable, will cause the Company to undertake the following as soon as reasonably practicable thereafter: (i)convene a meeting of the board of directors of the Company (the Company Board) to discuss the following: (A)approval of with Section5.3(a). The Exhibits and Schedules to this Agreement are incorporated herein by reference and made a part of this Agreement. The Purchaser will maintain and perform, and will On the date of this Agreement, Buyer shall deposit the Purchase Price with the Escrow Agent (by wire transfer of immediately available funds to an account designated by the Escrow Agent in . Agreement without the prior written consent of the Seller. assets, liabilities, results of operations, financial condition and prospects of the business of the Company as it has deemed appropriate, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Seller will be entitled to any refund of Taxes the Company receives for any such periods ending on or prior to the Closing Date. The Escrow Agent shall hold the Escrow Shares as a book - entry position registered in the name of " Continental Stock Transfer . Escrow Agreement - Overview, How It Works, Uses Governmental Authorization or make any filing with any Governmental Authority, except in any case that would not reasonably be expected to have a Material Adverse Effect on the Purchaser. pursuant to the Artemis Sale Agreement, together with all intellectual property created in connection with or as a result of the development of the Sale IP; Artemis Liabilities means all losses and/or liabilities of the Company incurred, whether before, on or following the Signing Date, in connection with the Artemis Sale Agreement For the avoidance of any doubt, in no event will the To the Sellers Knowledge (after reasonable inquiry and investigation), there are no Liabilities 1.2 Purchase Price. Public Announcements. BETWEEN of such Party) is entitled to assert any indemnification claim or exercise any other remedy under this Agreement unless (a)in the case of any Seller Indemnified Party, the Seller (or any successor or assignee of the Seller) consents to the note, bond or other instrument or consensual obligation that is legally binding. The representations and warranties set forth in this Article 2 are the only Any provision of the [Purchase Agreement/Escrow Agreement] or separate agreement, whether oral or in writing, by which a Purchaser purports to waive or indemnify any obligation of the Escrow Agent holding any Deposit in trust is absolutely void. (b) Notwithstanding and without limiting Section4.2 hereof, the parties further The escrow holder will be a nationally - recognized escrow company selected by Seller. THIS DOCUMENT is EXECUTED as a DEED and is delivered and takes effect on the date that This Tripartite Agreement(s). consents to the jurisdiction of such courts in any such action or Proceeding, and waives any other (b) The advisors, attorneys or other representatives in connection with the Purchasers evaluation of the Company and the Contemplated Transactions. THIS SHARE PURCHASE AGREEMENT (the Agreement) is made remedies. Any and all applicable sales, use, transfer, stamp, stock transfer, value-added Taxes provided for in Section5.3(b); or. 6.8 Severability. The Purchaser is acquiring the Shares for the Purchasers own account and investment purposes and is not acquiring the the Shares. Escrow Share Account is defined in Section 1.11 (a). EACH OF THE PARTIES KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Shares will transfer to the Purchaser on the Closing Date. The Shares are duly authorized, validly issued, fully paid and nonassessable. time with respect thereto, and expire as follows: (a) the representations and warranties set forth in this Agreement or in any certificate What is "Escrow" and How Does it Work? | Lerners LLP them; Taxes Act has the meaning given in part 1 of schedule 4; Term Sheet means the term sheet dated 18January 2012 and entered into between the Sellers, the Company and No Indemnified Party (other than the Parties or any respective successor or assignee Shares with a view to, or for sale in connection with, any distribution thereof within the meaning of any federal or state securities Law. Judgment means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator. equivalents was 221,415,962 rupees (the March Cash Balance). 6.9 Expenses. Pickering Hale and Dorr LLP of Alder Castle, 10Noble Street, London EC2V7QJ; Registered Company Company under this Section4.2 without the consent of such affected present or former director and officer of the Company. Once the contractual conditions are met,. The Purchaser is an accredited investor within the meaning of Rule 501(a) of Regulation D as Affiliate means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, free and clear of any Encumbrances. For purposes of this definition, the term parties need not appear on the same counterpart. from Purchaser that such agent has ceased to act as agent. representations, warranties, covenants and agreements set forth in this Agreement will be pursuant to the indemnification obligations set forth in this Article 5 hereof and subject to the limitations set forth herein. . capable of remedy, it is not remedied to the Purchasers reasonable satisfaction (and the Sellers shall be afforded a reasonable period of time to remedy the breach in question if such breach is capable of remedy) then, but without prejudice to in accordance with law and the Companys articles of association and (b)such payments do not exceed 50,000per calendar month (or pro rata portion thereof); Agreed Form means, in relation to any document expressed to be in the Agreed Form, the form of that 2.6 Cash Balance. Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller, the Company or their representatives (except the representations and Share Escrow Agreement - SEC.gov or other similar Taxes that are, or become due and payable as a result of the Contemplated Transactions, whether such Taxes are imposed by Law on the Seller, the Purchaser or the Company (such Taxes, the Transfer Taxes) will be commercially reasonable efforts to advise the other party prior to making the disclosure). (c) In connection with the arrangement set forth in this Section1.4, and without limiting the foregoing, the Seller covenants and agrees as follows: (i)to vote the Shares at the meetings of the conflicting claim of ownership or right to use or any other third party right and any agreement to create any of the foregoing; Escrow Account means the bank account in the joint names of the Escrow Agents to be operated by them in accordance with Seller; Sellers Affiliate means any person who is connected with a Seller; Sellers Accountants means Alliotts of 13-21 High Street, Guildford, Surrey GU1 3DL; Sellers Solicitors means Barlow Robbins LLP of The Oriel, Sydenham Any enumeration of the partys rights and remedies in this Agreement is not intended to be exclusive, and a partys rights and Agreement will be interpreted for or against any party because that party or its attorney drafted the provision. (b) Nothing in this Agreement will limit the Liability of any person to any other party for intentional 3.6 Financial Capacity and Related Matters. Escrow agreements play an important part in M&A transactions. (a) Simultaneously with the execution and delivery of this Agreement, Purchaser shall deposit in escrow 4,000,000 shares of its common stock (the "Escrow Shares") with the Escrow Agent. Losses mean all damages, awards, Typically, a selling agent opens an escrow account through a title company once you and the seller agree on a home price and sign a purchase agreement. Escrow is a contractual arrangement in which a third party to a transaction agrees to receive and disburse documents, instruments, share certificates and funds in accordance with certain conditions being met. Each of the parties knowingly, voluntarily and irrevocably submits of transmission is not a Business Day) or (c)received or rejected by the addressee, if sent by United States of America or Cayman Islands certified or registered mail, return receipt requested; in each case to the following addresses or litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental (vi)instruct the Companys bank to change the authorized signatories for the Companys bank account(s) to (c) The parties acknowledge and agree that in the event of a breach by either party or any of their respective Affiliates of any of the The Purchaser represents and warrants that such Authorized Agents will have agreed to act as such agents for service of process and agree to take any and all action, Deferred consideration and set-off (no escrow account): share purchase provisions of this Section4.2 will survive the consummation of the Contemplated Transaction and are intended to be for the benefit of, and will be enforceable by, each present and former director and officer of the Company and his or her heirs In the event the Indemnified Party (a) The authorized capital stock of the Company consists solely of 1,000,000 shares of capital stock, par value 0.10 rupees per share, of incorporated (a holding company), a subsidiary as defined in section1159 of CA 2006 and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company; Tax has the meaning given in part 1 of schedule 4; Tax Authority has the meaning given in part 1 of schedule 4; Tax Covenant has the meaning given in part 1 of schedule 4; Tax Warranties has the meaning given in part 1 of schedule 4 and Tax Warranty shall mean any of 5.8 Exclusive Remedy. Stocks; Warranties. contained herein. Nothing Warranty had not been untrue. and all rights and forms of protection of a similar nature or having equivalent effect subsisting from time to time in any jurisdiction worldwide; Insolvency Act means the Insolvency Act 1986, as amended from time to time; Internal Systems means the Information Technology used by the Company to create and/or provide the Customer Offerings; Key Employee means Francis Plom, Georgia Leybourne, Matthew Chambers and Linsey Stapp; Landlord means Alucia Holdings Limited, a company incorporated in the British Virgin Islands with Business company 2.2 Authority and Enforceability. delivered to the Purchaser: (i)the duly executed Transfer Documents; (ii)certificates representing the Shares, duly endorsed in blank, with all the appropriate share transfer tax stamps affixed to the Transfer benefit of the Purchaser until the Shares have been formally registered in the name of the Purchaser and/or such other Person(s) as the Purchaser may designate. THE SELLERS NAMED IN SCHEDULE 1 . 6.13 Entire Agreement. 6.11 export restrictions, anti-boycott regulations or embargo regulations. including the Cayman Islands Anti-Money Laundering Regulations, The Proceeds of Criminal Conduct Law (as amended) of the Cayman Islands, OFAC regulations, the United States Bank Secrecy Act and corresponding regulations, the United States Money and representatives. Share Escrow Agreement - SEC.gov (a) To the Knowledge of the Seller, neither the Seller, nor any member, officer, agent, employee, Affiliate or other Person associated Party) will promptly give the party from whom such indemnification is sought (the Indemnifying Party) written notice (a Claim Notice) of the matter with respect to which indemnification is being in this Agreement creates a joint venture or partnership between the parties. or other business or investment entity that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with any of the foregoing individuals. 6.6 Waiver and Remedies. Members maintained by the Company under applicable Law; (v)make an endorsement back of the Share Certificate submitted to it by the 2.7 Brokers Fees. Consequently, in the event of any such breach, either party or their respective successors or assigns may, in addition to other rights and remedies existing in (b) None of the assets and properties of the Company that the statements set forth in this Article 3 are true and correct as of the Closing: 3.1 Organization and Good Standing. In the event the Escrow Agreement has not been executed as of the Final Payment Date, the Purchaser will pay the Escrow Amount to the Seller on the Final Payment Date. 6.7 Assignment, Successors and No Third Party Rights. examples of the matters referred to, whether or not words such as without limitation or but not limited to are used in each instance. create in any Person the right to terminate, cancel, accelerate or modify, or require any notice, consent or waiver under, any contract, (c)violate any Law or Judgment applicable to the Purchaser or (d)require the Purchaser to obtain any with the purchase of the Shares. No extension or waiver will apply to settlement of, or the stipulation of any Judgment arising from, any such Third Party Claim, with the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed; provided, however, that no such consent (c) As per the Sellers books and records, the Sellers cost basis in the Shares as of the Closing the Closing Payment, less any amounts withheld in accordance with Section6.9 hereof, by wire transfer of immediately available funds to the account specified by the Seller. DOC Escrow Agreement - Icle requirements of or objections to personal jurisdiction with respect thereto. (a) As soon as commercially practicable after the Closing, the Seller will deliver or cause to be The Purchaser irrevocably appoints Bottomline Technologies Limited (company number 03693514) at its registered office from time to time (marked for the attention of the managing director or, in his Common commercial scenarios in which an escrow account may be used include: In a . No failure or delay by any party in Company is duly organized, validly existing and in good standing under the Law of India, and has all requisite corporate power and authority to conduct its business as presently conducted. If for any reason such agent ceases to be able to act as agent or no longer has an address in England or Wales, the Purchaser shall forthwith appoint a substitute acceptable to the Sellers The Seller is the beneficial owner of all of the proceeding seeks an injunction or equitable relief against the Indemnified Party. This Agreement contemplates the sale by the Seller to the Purchaser of 6.3 Notices. the Escrow Agreement; Escrow Agents means the Purchasers Solicitors and the Sellers Solicitors; Escrow Agreement means the escrow agreement dated the Completion Date and entered into between the Sellers, (a) In no event will the Sellers Liability under this Agreement exceed the Purchase Price actually paid hereunder; provided, however, that (x)the Liability of the Seller for Taxes arising (b) The Indemnifying Party will be entitled to agree to a "Escrow Account" means the bank account in the joint names of the Escrow Agents to be operated by them in accordance with the Escrow Agreement; officers, directors, employees, agents, representatives or stockholders, makes or has made any representation or warranty, express or implied, at Law or in equity, as to any matter whatsoever relating to the Shares, the Seller, the Company, or any Clauses for use in a share purchase agreement (SPA) where part of the purchase price will be held in an escrow or retention account for a period following completion to provide security for the seller's potential liability for warranty or indemnity claims under the SPA. 3.4 Investment Intent. Deferred consideration and set-off (including escrow account): share The Seller will defend, indemnify, and hold harmless the representations and warranties made by the Seller with respect to the Shares, the Seller, the Company or any other matter relating to the Contemplated Transactions. escrow under the Original Stock Escrow Agreement (those shares, the "Common Escrow Shares," and together with the Preferred Escrow Shares, the "Escrow Shares") be deposited in the Escrow Account. other matter relating to the Contemplated Transactions including as to (i)merchantability or fitness for any particular use or purpose, (ii)the operation of the business of the Company after the Closing in any manner or (iii)the REPRESENTATIONS AND WARRANTIES OF THE SELLER.

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