Escrow Release Date. As promptly as possible following ------------------- the Escrow Release Date, but in no event later than five (5) Business Days following the Escrow Release Date, NII and the Shareholder shall deliver to the Escrow Agent a Release Certificate providing delivery instructions to be followed by the Escrow Agent in paying out or retaining the Escrow Fund, as the case may be, as follows: (i) withhold funds in the Escrow Fund in sufficient amount, or to the extent funds are available therefor, to satisfy the maximum amount of Damages estimated by NII in the Release Certificate relating to any and all Claims pending as of the Escrow Release Date (which estimate shall be made in good faith by NII); and (ii) distribute any funds remaining after the allocations and distributions provided for in clause (i) to the Shareholder.
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Sources: Stock Purchase Agreement (Navigant International Inc), Stock Purchase Agreement (Navigant International Inc)